Vendor Procurement Agreement (United States)

Definitions

"Business Day" means a day other than a Saturday, a Sunday or a day on which commercial banks in the State of Delaware are authorised or required to close.

"Purchase Order" means a written order for Goods or Services issued by the Buyer or a Buyer Affiliate under this agreement, in paper or electronic form, including any change the Buyer issues to it; "Affiliate" means an entity that controls, is controlled by or is under common control with a party.

"Applicable Law" means all federal, state and local laws, regulations, ordinances and binding orders that apply to a party, to the Goods or Services or to the performance of this agreement, and, for the Goods, the Uniform Commercial Code as in force in the State of Delaware (the "UCC").

"Confidential Information" means all information, in any form, that one party discloses to the other in connection with this agreement and that is marked confidential or would reasonably be understood to be confidential, including the Buyer's specifications, volumes, prices and customers and the Vendor's pricing methods and processes.

Framework and Purchase Orders

This agreement sets the terms on which the Buyer and its Affiliates may buy Goods and Services from the Vendor. Each Purchase Order that the Vendor accepts, or is treated as accepting, forms a separate contract on the terms of this agreement. The Buyer's Affiliates that issue Purchase Orders are responsible for their own orders, and the Buyer is not liable for them unless it says so in writing.

The parties intend Article 2 of the UCC to govern the sale of the Goods and the common law of the State of Delaware to govern the Services. Where a Purchase Order covers both, the parties agree that the UCC governs the Goods, and, as far as the law allows, any provision of this agreement that applies to the Goods under the UCC also applies to goods that are incidental to the Services.

Nothing in this agreement obliges the Buyer to place any Purchase Order or to buy any minimum quantity or value, and the Vendor has no exclusive right to supply. Any forecast the Buyer provides is given in good faith as an estimate only. The Vendor may, however, rely on a Purchase Order that the Buyer has issued and that is not cancelled under this agreement.

If there is a conflict, the following order of precedence applies, highest first: the body of this agreement; any schedule to this agreement; the Purchase Order, but only as to the description, quantity, price, delivery date and delivery place of what is ordered. The Vendor's quotation, order acknowledgement, invoice, delivery note and standard terms do not form part of any contract between the parties.

Each Purchase Order is an offer by the Buyer to buy on the terms of this agreement only, and the Vendor's acceptance, whether by acknowledgement, shipment or performance, is an acceptance of those terms and nothing else. The Buyer objects in advance to, and rejects, any additional or different term in the Vendor's quotation, acknowledgement, invoice, delivery documents or website, including any click-through or shrink-wrap term, and no such term forms part of the contract. The parties intend this clause to apply in place of the rule in Section 2-207 of the UCC and any similar rule on additional terms in an acceptance.

The Buyer will issue each Purchase Order with a Purchase Order number, the Goods or Services ordered, the quantity, the price, the delivery date and the Delivery Location. The Vendor must quote the Purchase Order number on every acknowledgement, delivery note and invoice. The Buyer is not liable to pay for goods delivered or services performed without a valid Purchase Order, except where an authorised representative of the Buyer has instructed the work in writing.

The Vendor must accept or reject a Purchase Order in writing within 3 Business Days. If the Vendor does not respond in that time, the Buyer may treat the Purchase Order as rejected and place it elsewhere, or may remind the Vendor, and the Purchase Order is then treated as accepted if the Vendor does not reject it within one further Business Day. The Vendor may reject a Purchase Order only if it does not comply with this agreement or exceeds the capacity the Vendor has notified in writing.

The Buyer may change a Purchase Order before delivery or performance by written notice. If a change affects the price or the delivery date, the Vendor must tell the Buyer within three Business Days with the amount of the change and the Buyer may then confirm the change or withdraw it. The Vendor may not change a Purchase Order unless the Buyer agrees in writing.

The Buyer may cancel a Purchase Order, in whole or in part, before delivery or performance by written notice. If it does so more than ten Business Days before the delivery date, it is not liable for any charge. If it does so later, it will pay the Vendor's reasonable and documented direct cost of work already done and materials already bought for the cancelled order that cannot be used for other customers, up to the price of the cancelled order.

Vendor Qualification and Onboarding

The Vendor represents and warrants that it is duly organised, validly existing and in good standing under the law of its place of organisation, that it holds every licence, permit and registration needed to supply the Goods and Services, and that it has delivered a completed IRS Form W-9 (or, for a vendor outside the United States, the appropriate Form W-8) before the first payment. The Vendor must tell the Buyer promptly if any of this stops being true, if it is excluded, suspended or debarred from any federal or state contracting programme, or if it becomes subject to a material claim or investigation concerning the Goods or its compliance.

Before the first Purchase Order, and when the Buyer reasonably asks, the Vendor must give the Buyer the information the Buyer's onboarding process requires, including details of its ownership, its bank account in the Vendor's own name, and its insurance and quality certificates. The Vendor must tell the Buyer promptly of any change of control, any change to its bank details, and any event that materially affects its ability to perform. The Buyer may verify a change of bank details by an independent call-back before paying to the new account.

The Vendor must comply, and must ensure that its subcontractors comply, with the Buyer's supplier code of conduct as notified to the Vendor in writing from time to time, so long as it is consistent with this agreement and with Applicable Law. If the code changes in a way that increases the Vendor's costs, the parties will discuss the change in good faith before it takes effect for existing Purchase Orders.

Goods and Services

The Vendor must supply Goods and Services that match the specification in the Purchase Order (and any specification, drawing or sample it refers to), this agreement and the description in the Key Terms. If a specification is incomplete or inconsistent, the Vendor must raise the point with the Buyer in writing before it relies on its own interpretation.

The Vendor must supply Goods that are new, of satisfactory quality, free from defects in design (where the Vendor designed them), materials and workmanship, and fit for any purpose that the Purchase Order states or that the Vendor was told about, and must comply with the quality standards and certifications named in the Purchase Order.

The Vendor must perform the Services in a professional and workmanlike manner, with the degree of skill and care that a prudent provider of similar services would use, in accordance with good industry practice and Applicable Law, using suitably qualified and experienced personnel, and by the dates in the Purchase Order. Where no date is given, the Vendor must perform within a reasonable time.

"Vendor Personnel" means all individuals the Vendor or its subcontractors use to perform the Services. The Vendor is responsible for their conduct, pay, tax, social-security and insurance, must ensure they have the right to work in the place where they work, and must replace any individual whom the Buyer reasonably asks it to remove from its premises or systems. The Vendor Personnel are not employees of the Buyer. While on the Buyer's premises they must comply with the Buyer's site, security and health and safety rules.

The Vendor may subcontract part of its obligations only after giving the Buyer notice of the subcontractor and the work, and the Buyer may object on reasonable grounds within ten Business Days. The Vendor must bind each subcontractor to terms that give the Buyer equivalent protection to this agreement on confidentiality, intellectual property, data security, compliance and audit, and remains responsible for each subcontractor as if its acts and omissions were the Vendor's own.

The Buyer may ask for a change to the specification or to the scope of the Services. The Vendor must, within five Business Days, tell the Buyer in writing what effect the change would have on price, timing and quality, and must not carry out the change until the Buyer has agreed it in writing. The Vendor may not change the specification, materials, components, manufacturing location or process of the Goods without the Buyer's prior written approval.

Delivery

The Vendor must deliver the Goods to the Delivery Location during the Buyer's normal receiving hours on the date in the Purchase Order, with a delivery note that quotes the Purchase Order number, the description and the quantity. Delivery is complete when the Buyer's staff have unloaded the Goods at the Delivery Location, but this does not mean that the Buyer has accepted them.

If the Vendor expects to be late, it must tell the Buyer at once with the reason and a recovery plan. If the Vendor is more than five Business Days late, the Buyer may cancel the affected Purchase Order without charge and buy substitute goods or services elsewhere, and the Vendor will pay the reasonable extra cost of doing so, up to 15% of the price of the cancelled order.

Inspection, Rejection and Acceptance

The Buyer may inspect and test the Goods and review the Services at any reasonable time before and within the Inspection Period after delivery or performance, at the Vendor's premises and at the Delivery Location. Payment before the end of the Inspection Period does not mean the Buyer has accepted the Goods or Services.

If any Goods or part of a delivery fail in any respect to conform to this agreement or the Purchase Order, the Buyer may reject all or any part of the delivery by notice to the Vendor given within a reasonable time after delivery or the end of the Inspection Period, stating the defect. After rejection the Buyer will hold the rejected Goods with reasonable care at the Vendor's risk and expense for a reasonable time and follow the Vendor's reasonable written instructions; the Vendor must collect them within five Business Days or the Buyer may return them at the Vendor's cost. The Buyer may also revoke an earlier acceptance of Goods whose non-conformity substantially impairs their value, within a reasonable time after it discovers or should have discovered the non-conformity. The Vendor must at its cost replace or cure rejected Goods within the time the Buyer reasonably sets, and the price of rejected Goods is refunded or credited.

If the Vendor fails to deliver conforming Goods, or repudiates a Purchase Order, the Buyer may in good faith buy substitute goods (cover) and recover from the Vendor the difference between the cover price and the contract price, with incidental and consequential damages that the Vendor's breach causes, less expenses saved. If the Buyer has reasonable grounds to be insecure about the Vendor's performance, it may demand written adequate assurance of due performance within a reasonable time, not exceeding ten days, and may suspend its own performance until it receives it; failure to give assurance is a repudiation. The Buyer's remedies are cumulative.

The Buyer accepts Goods or Services when it notifies the Vendor in writing that it accepts them or when the Inspection Period ends without a notice of rejection. Acceptance does not waive any right under the warranties in this agreement for a defect that was not apparent on reasonable inspection.

Title and Risk

Title to the Goods passes to the Buyer on delivery or, if earlier, on payment, and the Vendor warrants that it has good title free from any lien, charge or other encumbrance. Title to materials and work product of the Services passes to the Buyer as they are created.

Risk of loss of or damage to the Goods stays with the Vendor until they have been delivered to the Delivery Location and unloaded, and passes to the Buyer on delivery. Risk in rejected Goods, or in Goods whose acceptance the Buyer has revoked, returns to the Vendor on rejection or revocation. The Vendor must insure the Goods in transit at their full replacement value for the Buyer's benefit, and delivery is made as if on the terms of free on board at the Delivery Location, freight prepaid.

Price and Payment

The prices are those in the Purchase Order or, if it states none, the Vendor's price list agreed with the Buyer. Prices are fixed for the period of the Purchase Order, are in the currency stated there, and include packaging, carriage to the Delivery Location, insurance in transit, duties and all other costs except the taxes dealt with in this agreement.

The Vendor may propose a price increase by giving the Buyer notice at least 90 days before the proposed date, with evidence of the cost increase. A price increase takes effect only if the Buyer agrees in writing and never applies to a Purchase Order already accepted. If the parties do not agree, either may end the affected pricing on the proposed date without liability, and orders already accepted continue at the old price.

The prices exclude sales, use, value-added and similar transaction taxes, which the Vendor must show separately on its invoice and collect where the law requires it, unless the Buyer gives a valid resale or exemption certificate. The Vendor is responsible for all taxes on its own income, property and employees and for all customs duties and import fees on Goods it imports. If the law requires the Buyer to withhold tax from a payment, it may do so, pay the amount withheld to the authority and treat it as paid to the Vendor. The Vendor must keep its tax registrations current and give the Buyer any form needed to reduce withholding.

The Vendor may invoice after delivery of the Goods or completion of the Services, or on the milestones agreed in the Purchase Order. Each invoice must quote the Purchase Order number, show the Goods and Services, the quantities, the price and tax separately, and meet the legal requirements for a valid tax invoice. The Buyer is not obliged to pay an invoice that does not comply, and the Payment Period starts only when a compliant invoice is received.

The Buyer will pay each undisputed invoice within the Payment Period, by transfer to the Vendor's bank account in the Vendor's own name notified under this agreement.

If the Buyer disputes part of an invoice in good faith, it must tell the Vendor within the Payment Period with its reasons and pay the undisputed part. The parties will try to settle the dispute within twenty Business Days, and the Vendor must continue to perform while a dispute about payment is pending. The Buyer must pay any amount found to be due within ten Business Days of agreement or decision.

A party may set off an amount that the other party owes it and that is due and not disputed against any amount it owes that other party under this agreement, on written notice stating the amount and the reason.

An undisputed amount that is not paid when due bears simple interest from the due date until payment at the Late Payment Rate of the prime rate published by The Wall Street Journal plus 2%, or the highest rate that the law of the State of Delaware allows if lower. The parties do not intend to charge interest in excess of that maximum, and any excess is credited against the principal.

Compliance

The Vendor must comply with all anti-corruption and anti-bribery laws that apply to it or to the Buyer in connection with this agreement, including the US Foreign Corrupt Practices Act of 1977 and federal and state laws on commercial bribery. The Vendor must not, and must ensure that its personnel and subcontractors do not, offer, give, promise or authorise any payment or thing of value to any government official, political party, candidate, or any other person, to obtain or keep business or an improper advantage, and must not make facilitation payments. The Vendor must keep accurate books and records of payments made in connection with this agreement, maintain and enforce its own anti-corruption policies, tell the Buyer promptly of any breach or investigation, and give the Buyer reasonable help to verify compliance. A breach entitles the Buyer to end this agreement and any Purchase Order immediately and to withhold payment of amounts that relate to it.

The Vendor must comply with all labour and employment laws that apply to the Goods and Services, including the Fair Labor Standards Act and equivalent state wage and hour laws, must not use forced, prison, bonded, indentured or child labour or engage in human trafficking, and must not supply Goods that were mined, produced or manufactured wholly or in part with forced labour, including labour of the kind that federal customs law prohibits for imported goods. The Vendor must give the Buyer on request the information the Buyer reasonably needs to meet its own supply-chain disclosure duties, including those under state supply-chain transparency laws, and must flow these requirements down to its subcontractors and suppliers.

If the Buyer notifies the Vendor that a Purchase Order is for goods or services that the Buyer will supply under a contract with the United States government or a subcontract under one, the Vendor must comply with the clauses of that contract that the Buyer identifies and that are required by law to flow down, which are incorporated into the Purchase Order.

The Vendor represents and warrants that neither it nor any of its owners, directors or officers, nor any entity that owns 50% or more of it, is the target of sanctions administered by the US Department of the Treasury's Office of Foreign Assets Control or any other sanctions authority that applies to a party, and covenants that it will not supply to the Buyer any Goods or Services of sanctioned origin or involve a sanctioned person in the supply. The Vendor must comply with the Export Administration Regulations, the International Traffic in Arms Regulations (if relevant) and all other export control and customs laws, must give the Buyer the export classification, the country of origin and the harmonized tariff code of each Good on request, and must tell the Buyer promptly if its status changes. The Buyer may suspend or cancel any Purchase Order, without liability, if it reasonably believes that continuing would breach sanctions or export control law.

The Vendor must comply with the health, safety and environmental laws that apply to the Goods and Services and to its work on the Buyer's premises, must give the Buyer the safety data sheets and product information that the law requires, and must tell the Buyer promptly of any incident on the Buyer's premises or any hazard that the Goods or Services create. The Vendor must remove its waste from the Buyer's premises and dispose of it lawfully.

Data and Security

If the Vendor processes personal information on behalf of the Buyer, it does so as the Buyer's service provider or processor, only for the business purpose described in the Purchase Order and as the Buyer instructs in writing. The Vendor must not sell or share that information, retain, use or disclose it outside its direct business relationship with the Buyer or for any other purpose, or combine it with other information, must comply with the privacy and data security laws that apply to it, including the state consumer privacy laws that require service provider terms, and must flow these obligations down to its subcontractors. It must help the Buyer to respond to individuals' requests, tell the Buyer if it can no longer meet these obligations, and delete or return the information on termination.

Where the Vendor holds, accesses or processes Buyer data or connects to the Buyer's systems, it must keep a written information security programme managed by a named senior individual, with technical and organisational measures that suit the sensitivity of the data, including access control based on need, encryption of data in transit and at rest, logging, staff training and regular vulnerability testing, and must fix material findings promptly. It may use Buyer data only to perform this agreement.

The Vendor must tell the Buyer without undue delay, and in any event within 48 hours, after it becomes aware of any actual or reasonably suspected unauthorised access to, or loss or disclosure of, Buyer data. It must give the Buyer the information it has, take immediate steps to contain and remedy the incident, preserve the evidence, co-operate with the Buyer's investigation and any regulator, and not tell any third party about the incident without the Buyer's agreement unless the law requires it. The Vendor bears the reasonable cost of notification and remediation that the incident makes necessary, to the extent it is caused by the Vendor's breach of this agreement.

Intellectual Property

Each party keeps its intellectual property rights that exist before this agreement or that it develops independently of it. The Vendor grants the Buyer and its Affiliates a non-exclusive, perpetual, worldwide, royalty-free licence to use the Vendor's pre-existing intellectual property in the Deliverables as far as needed to use, repair, maintain, modify and resell the Deliverables. "Intellectual property rights" means patents, copyright, design rights, trade marks, rights in confidential information and know-how, and all similar rights anywhere in the world.

Intellectual property rights in materials that the Vendor creates specifically for the Buyer under a Purchase Order (but not in the Vendor's standard goods, tools, methods and pre-existing materials) belong to the Buyer from creation, and the Vendor assigns them to the Buyer with full title guarantee, signs any document that is needed to do so, and obtains the same assignment from its personnel.

The Buyer grants the Vendor a non-exclusive, non-transferable, royalty-free licence during the term to use the Buyer's specifications, drawings, tooling, data and trade marks only as needed to perform the Purchase Orders. The Vendor must keep the Buyer's tooling and materials identified, insured at its own cost, in good condition and separate from others' property, and return them on request.

The Vendor will defend and indemnify the Buyer against any claim that the Deliverables, or their use as this agreement permits, infringe a third party's intellectual property rights, except to the extent the claim arises from the Buyer's specification or from the Buyer's modification or combination of the Deliverables that the Vendor did not approve. If a claim is made or likely, the Vendor will, at its own cost, obtain the right for the Buyer to continue using the Deliverables, modify them so they do not infringe, or replace them, and, if none of these is reasonably possible, refund the price paid for the infringing Deliverables.

Warranties

The Vendor warrants that during the Warranty Period the Goods will conform to the specification and the Purchase Order, be of satisfactory quality, be fit for any purpose that the Purchase Order states, be free from defects in design (where the Vendor designed them), materials and workmanship, comply with Applicable Law, and be supplied with good title and free from encumbrances.

The Vendor warrants that the Services will be performed in accordance with the standard in this agreement and the Purchase Order, that the Vendor Personnel will be suitably qualified, and that the Vendor has and will keep the licences, permits and rights it needs to supply the Goods and Services. If a Service does not meet that standard, the Vendor must re-perform it at its own cost, and if it cannot do so within a reasonable time, the Buyer may have it re-performed by others and recover the reasonable extra cost.

If Goods do not meet a warranty during the Warranty Period, the Vendor must, at the Buyer's choice and at its own cost, repair or replace them within ten Business Days of notice, or if it does not, refund the price. The Vendor bears the reasonable costs of removing and reinstalling the defective Goods and of transport. A repaired or replaced item has the remainder of the original Warranty Period or six months, whichever is longer.

The warranties in this agreement are in addition to the warranties that the UCC implies into the sale of the Goods, including the implied warranty of merchantability and the implied warranty of fitness for a particular purpose, neither of which the Vendor excludes or modifies.

If any Goods are or may be unsafe, or a regulator requires or recommends a recall or field correction, the parties will co-operate on the action. The Vendor will bear the reasonable costs of a recall or field correction to the extent the cause is a defect in the Goods or a breach of this agreement.

Indemnities and Liability

The Vendor will indemnify the Buyer against third-party claims, and the resulting losses, damages and reasonable costs, that arise from the Vendor's negligence or wilful misconduct, from death, personal injury or damage to property caused by the Goods or by the Vendor Personnel, from the Vendor's breach of the compliance and data protection clauses, or from any claim by Vendor Personnel. The Buyer will indemnify the Vendor against third-party claims that arise from the Buyer's negligence or wilful misconduct in connection with its use of the Goods in breach of the Vendor's written instructions.

A party seeking to be indemnified must tell the indemnifying party of the claim promptly, allow it to take over the defence and settlement at its cost, give it reasonable help at its cost, and not admit liability or settle without its agreement. The indemnifying party must not settle a claim in a way that imposes a liability or admission on the other party without that party's consent, and the other party may take part in the defence with its own advisers at its own cost.

Nothing in this agreement limits or excludes either party's liability for its fraud or fraudulent misrepresentation, its intentional or wilful misconduct or gross negligence, for death or bodily injury caused by its negligence, or for any liability that the law does not allow to be limited or excluded. The Buyer's liability to pay the price of Goods and Services properly delivered is not limited by the Liability Cap.

Subject to the clause on unlimited liability, neither party is liable to the other, whether in contract, tort or otherwise, for loss of profit, loss of revenue or loss of goodwill that is indirect, or for any indirect or consequential loss. The Buyer's costs of cover, rework, recall, line stoppage and replacement, and the Vendor's costs of delivery, are direct losses.

Subject to the clause on unlimited liability, each party's total liability arising out of or in connection with this agreement and all Purchase Orders, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in each contract year is limited to the Liability Cap. The Buyer's obligation to pay the price of Goods and Services properly delivered is not counted towards, and is not limited by, the Liability Cap.

The Vendor must maintain, with a reputable insurer and throughout the term and for 12 months afterwards, insurance of the types and with at least the amounts in the Insurance Cover (or, if none is stated, the insurance that a prudent vendor of the Goods and Services would hold, including public and product liability and, for Services, professional indemnity), and must give the Buyer evidence of cover on request. Insurance does not limit the Vendor's liability.

Audit, Records and Continuity

The Vendor must keep complete and accurate records of its performance, its prices and costs for any cost-based charge, its compliance with this agreement, and its quality and traceability for the period Applicable Law requires and in any case for six years after the relevant Purchase Order. On at least 10 Business Days of notice, the Buyer or an independent auditor bound by confidentiality may audit them and inspect the facilities where the Goods are made or the Services are performed, no more than once a year unless there is a security incident, reasonable suspicion of breach or a regulator's request. Each party bears its own costs, but the Vendor pays the reasonable cost of the audit if it reveals a material breach or an overcharge of more than 3%.

The Vendor must keep and test at least once a year a business continuity and disaster recovery plan that covers the Goods and Services, including alternative sources of critical materials, recovery of data from backups, and communication with the Buyer. It must give the Buyer a summary of the plan and the latest test results on request and must tell the Buyer promptly when the plan is invoked.

Force Majeure

"Force Majeure Event" means an event beyond a party's reasonable control that it could not reasonably have prevented or avoided, such as natural disaster, war, terrorism, epidemic, fire, flood, or a governmental act, but not a strike or shortage affecting only that party or its subcontractors, a change in market price, or the failure of a subcontractor unless it is itself caused by a Force Majeure Event. A party that is prevented from performing by a Force Majeure Event is not in breach for the period of the prevention if it gives prompt notice, uses reasonable efforts to mitigate and resumes performance as soon as it can. The Buyer need not pay for what is not delivered.

If a Force Majeure Event prevents a party from performing for more than 45 days, the other party may end the affected Purchase Orders, and, if the event affects all or most of the supply, this agreement, by notice, without liability for the prevention. Neither party owes anything for performance that has not taken place and the Buyer will pay for Goods and Services already accepted.

Term and Termination

This agreement starts on its date and continues for the Initial Term, after which it renews for successive periods of twelve months unless either party gives the other at least 90 days' notice before the end of the then-current period that it does not wish to renew. Purchase Orders accepted before this agreement ends continue to be governed by it until they are completed.

Either party may end this agreement for convenience by giving the other at least the Convenience Notice Period of written notice. Purchase Orders accepted before the notice is given continue until completed unless the Buyer cancels them under the cancellation clause.

Either party may end this agreement, or an affected Purchase Order, by written notice if the other commits a material breach and, where it can be remedied, does not remedy it within 30 days after a notice that describes it and requires remedy. A breach that cannot be remedied permits termination by immediate notice.

Either party may end this agreement, and the affected Purchase Orders, by notice if the other becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver or similar officer appointed for a substantial part of its assets, or becomes the subject of a voluntary or involuntary petition under Title 11 of the United States Code (the Bankruptcy Code) or any similar law, that is not dismissed within 60 days. The parties acknowledge that the Bankruptcy Code may limit the enforcement of this right and that the licences granted under this agreement are licences of intellectual property for the purposes of Section 365(n) of the Bankruptcy Code.

When this agreement ends, the Vendor must complete or hand over all work on accepted Purchase Orders as the Buyer directs, return the Buyer's property, tooling, materials and Confidential Information and delete Buyer data, as the Buyer instructs. Ending this agreement does not affect any right or liability that arose before it ended, and the clauses on payment of accepted amounts, warranties, indemnities, liability, intellectual property, confidentiality, audit and records, and governing law and disputes continue after it ends.

For up to the period the Buyer reasonably needs, not exceeding six months after this agreement ends, the Vendor must provide reasonable help to move the supply to the Buyer or a replacement vendor, including continued supply on the same terms, information about the Goods and Services, and the handover of the Buyer's materials. The Buyer will pay for that help at the rates in the Purchase Orders or, if none, at the Vendor's reasonable standard rates.

Confidentiality

Each party must keep the other's Confidential Information confidential, use it only to perform or receive the benefit of this agreement, and disclose it only to its Affiliates, personnel, professional advisers, insurers, auditors and permitted subcontractors who need to know it and are bound by equivalent duties, and as required by law or a regulator after giving the other party notice where permitted. These duties continue for five years after this agreement ends, and without limit for trade secrets and personal data. Neither party may announce this agreement, or use the other's name or marks in publicity, without the other's written consent.

Confidentiality does not apply to information that is or becomes public without breach of this agreement, that the recipient already lawfully held or independently developed without using the discloser's information, or that the recipient lawfully received from a third party without a duty of confidence. On request or when this agreement ends, the recipient must return or destroy the discloser's Confidential Information, except for copies it must keep by law or in routine backups, which remain subject to this clause.

General

A notice under this agreement must be in writing and delivered by hand, by recognised courier or by email to the address in the Key Terms ([TO BE CONFIRMED — Buyer's address and email for notices] for the Buyer and [TO BE CONFIRMED — Vendor's address and email for notices] for the Vendor), or any other address a party has notified. A notice is treated as received when delivered by hand or courier, and, if sent by email, at the time of sending unless the sender receives a delivery failure message, but a notice received after 5 pm or on a day that is not a Business Day is treated as received on the next Business Day. Notices of dispute or termination must also be sent by courier.

A party may not assign or transfer its rights or obligations under this agreement without the other's prior written consent, which must not be unreasonably withheld, except that either party may assign it to an Affiliate or to a successor to the whole or the relevant part of its business on notice, if the assignee can perform. The Vendor may not subcontract except as this agreement allows.

This agreement, with its schedules and the Purchase Orders, is the entire agreement between the parties on its subject matter and replaces all earlier agreements, understandings and negotiations on it. Each party confirms that it has not relied on any statement that is not set out in this agreement, but nothing in this clause limits liability for fraud.

A variation of this agreement is effective only if it is in writing and signed by an authorised representative of each party, but the Buyer may vary a Purchase Order as the order changes clause allows. A failure or delay in exercising a right is not a waiver of it, and a waiver of one breach is not a waiver of another.

If a provision of this agreement is found to be invalid or unenforceable, the rest of this agreement is not affected, and the parties will negotiate in good faith to replace it with a valid provision that comes as close as possible to the original commercial intention.

The parties are independent contractors. Nothing in this agreement makes either party the partner, agent, employee or legal representative of the other, and neither may bind the other. The Vendor is not an exclusive supplier to the Buyer and may serve other customers, subject to the confidentiality and conflict-of-interest provisions.

This agreement is for the benefit of the parties and their permitted successors and assigns only, and no other person has any right to enforce it, except that a Buyer Affiliate that issues a Purchase Order, and the persons indemnified under the indemnity clauses, may enforce the terms that benefit them, through the Buyer.

This agreement and any Purchase Order may be signed in counterparts and by electronic signature, and a signature delivered electronically has the same effect as an original. The parties agree that electronic signatures and records are valid under the federal Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act as adopted in the State of Delaware.

Governing Law and Disputes

This agreement, each Purchase Order, and every claim or dispute arising out of or in connection with them, whether in contract, tort or otherwise, are governed by the laws of the State of Delaware, without regard to any rule on conflict of laws that would apply another law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement or to any Purchase Order.

The parties will first try to settle any dispute by negotiation between senior executives for 15 days after a notice of dispute. If that fails, each party irrevocably submits to the exclusive jurisdiction of the [TO BE CONFIRMED — Courts with exclusive jurisdiction (court and place)] for any claim arising out of or in connection with this agreement and waives any objection to venue or to inconvenient forum. EACH PARTY WAIVES, TO THE FULLEST EXTENT THE LAW ALLOWS, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH CLAIM. A party may seek an injunction or other urgent relief from any court of competent jurisdiction to protect its confidential information or intellectual property.