1. PURPOSE AND SCOPE
   This establishes the Terms and Conditions (“TC”) that govern the supply of goods, equipment and materials (“Goods”) and the provision of services (“Services”) to Global Compass, LLC (“GLOBAL COMPASS” or “Buyer”) by suppliers (each a “Supplier”). GLOBAL COMPASS and the Supplier are referred to individually as a “Party” or collectively as the “Parties”.

1. DEFINITIONS
   “Affiliate” means each of the Parties’ subsidiaries, the Party’s or its subsidiary’s holding company, and any subsidiary of a Party or its subsidiary’s holding company.

“Buyer Data” means: (i) all data in any form provided by Buyer to Supplier, or (as applicable) entered in or used in conjunction with any software or platform provided by Supplier to Buyer, Buyer’s authorized Affiliates and Buyer’s Users; (ii) Buyer’s Customers’, Employees’ or Users’ personal identification information, and (iii) any and all input, feedback, responses, or other communications directed to Buyer by Buyer’s Users or Customers, by any means, including without limitation by, through or using Supplier software or platform and (iv) any reporting, analysis, or recommendations incorporating or related to any Customer or User input, feedback, responses or communications generated by Supplier and provided to Buyer.

“Change Order” means a written modification to the Goods or Services as described in a Purchase Order, Statement of Work or Order Form, approved and signed by authorized representatives of the Parties, and incorporated into the Purchase Order, Statement of Work or Order Form.

“Contract” means: (i) a Purchase Order incorporating these terms and conditions (which include the Data Processing Agreement and the Service Level Agreement,) and any Amendment or Addenda or (ii) this MTC, along with any Amendment, Addenda, Statement of Work, Order Form, Change Order, or other authorized documentation that together constitute the full agreement of the Parties.

“Customer” means a natural or corporate person who: (i) has obtained or is seeking to obtain any form of product or service from Buyer, including without limitation publications, memberships, certification examinations, training, online or in-person event access, awards, informational materials or licensing rights; or (ii) has visited a website published or sponsored by Buyer; or (iii) has responded to a solicitation, survey, invitation, or other outreach by Buyer.

“Data Controller” means the entity that determines the purposes and means of the Processing of Personal Data.

“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.

“Data Subject” means the individual to whom Personal Data relates.

“Deliverables” means all Goods and Services identified in the Contract.

“Designated Representative” means any individual named by a Party who will act as the liaison with the other Party for communications relating to the Purchase Order or Contract, otherwise known as “Supplier Designated Representative” and “Buyer Designated Representative”. Each Designated Representative will be identified to the Parties in writing and may, as necessary, appoint a further designee in writing.   

“Material Breach” means a breach by a Party of: (i) the confidentiality, privacy, intellectual property rights or data security provisions of the Purchase Order or Contract, or (ii) a breach of another provision of this Purchase Order or Contract that has a material impact on the value or benefit the non-breaching Party derives from this Contract.

“Personal Data” means any information relating to an identified or identifiable person.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning).

“Purchase Order” means the document describing and authorizing the purchase of Goods or Services, issued to the Supplier by Buyer and includes the terms and conditions of purchase.

“Statement of Work” means a detailed description of Goods or Services as may be provided by Supplier to Buyer pursuant to the Contract, and agreed to by the Parties, including without limitation the type and scope of the project, authorized service providers, hourly billable rate for services or price quoted for the project, estimated time for the commencement and completion of the project, milestone dates and projected accomplishments by such dates, deliverables, and reporting procedures for tracking and communicating the progress of the Services.

“Services” means the professional services to be provided by Supplier, as described in more detail in a Statement of Work, Order Form, Change Order or other authorized documentation incorporated into the Contract, and Supplier’s obligations under the Contract.

“User” means, as applicable, a person who is authorized to access and use, and who accesses and uses, any software or platform provided pursuant to or related to a Contract.

“Work Product” means materials developed specifically for Buyer and delivered to Buyer by Supplier as deliverables under a Contract.

1. CONTRACTUAL DOCUMENT
   The Contract expressly governs and limits Supplier’s acceptance to the terms of the Purchase Order. Any different or additional terms contained in any proposal or agreement provided by Supplier, or response by Supplier to the Contract provided by Buyer, are void and do not form a part of the Contract unless such terms are expressly accepted in a written Amendment or Change Order to the Contract, signed by authorized representatives of both Parties.

1. PURCHASE ORDER
   Supplier may accept a Purchase Order by written acknowledgment or by commencing performance thereunder. Supplier’s commencement of performance of a Purchase Order shall be deemed an acceptance by Supplier of all terms and conditions set forth in the Purchase Order.  No amendment, addition, modification or waiver of the Purchase Order or any provision of its terms and conditions shall be binding upon Buyer or Supplier unless it is in writing and signed by authorized representatives of both Parties.
   
   
2. PRICES AND FORM OF PAYMENT
   The prices reflected in each Purchase Order, Statement of Work or Order Form shall be identified as (i) fixed, firm and definitive or (ii) time and materials. Each Purchase Order, Statement of Work or Order Form shall clearly delineate those Deliverables which are for a fixed fee and those which are payable based on time and materials, which in the latter case shall include hourly rates and an estimate of total and not to exceed hours to complete performance. Buyer and Supplier hereby acknowledge that there is no index or formula pricing. The price stated in the Purchase Order, Statement of Work or Order Form shall be understood as including all items which make up the cost of the Goods or Services subject to the Purchase Order, Statement of Work or Order Form including, without limitation fees, insurance, consumable goods, Supplier’s raw materials or third-party costs, transport, packing and labelling, accessories, devices, necessary tools, any type of expenses, payments for intellectual property, costs deriving from inspections, tests and other certificates specified in the Purchase Order, Statement of Work or Order Form, exchange rates, sales, use or excise tax, duties or import fees or tariffs.

1. INVOICES
   Unless otherwise specified in the Purchase Order, Statement of Work or Order Form, Supplier shall invoice Buyer for delivered Goods or Services on the first (1st) day of each month following the month in which the Goods or Services were delivered, or on the next working day whenever the first day of the month falls on a weekend or federal holiday. Invoices shall specify the Purchase Order number under which the Goods or Services were purchased. Invoices shall be accompanied by any other supporting documentation reasonably requested by Buyer. No invoices shall be processed for Goods or Services which do not comply with the requirements of the Purchase Order or Contract. Unless otherwise stated in a Purchase Order, Statement of Work or Order Form, payment to Supplier shall be net forty-five (45) days of Buyer’s receipt of an undisputed invoice.

1. TIMELY DELIVERY AND ACCEPTANCE OF GOODS AND SERVICES
   Unless otherwise specified in the Purchase Order, Statement of Work or Order Form, delivery of Goods shall be Delivery Duty Paid (“DDP”) to the location indicated by Buyer. Supplier shall provide, upon delivery of Goods, a delivery note showing the Purchase Order number, quantity, price, part number, date of delivery, and, where appropriate, any remarks and any other documentation referred to in the Purchase Order. Title and risk of loss to Goods (including Goods supplied as part of Services) shall pass to the Buyer upon Delivery. Delivery of Goods shall take place at the moment the delivery is made to the Buyer’s location and signed for by Buyer’s designated employee, but such delivery shall not confer acceptance of Goods by Buyer. No inspection, test, delay or failure to inspect or test, or failure to discover any defect or non-conformance shall relieve Supplier of any of its obligations or prevent a subsequent rejection of Goods by Buyer.Delivery of Services shall be deemed complete when all Services have been satisfactorily completed as confirmed by Buyer.

The delivery dates specified in any Purchase Order or delivery schedule stated on any Statement of Work or Order Form shall be of the essence. Supplier shall immediately notify Buyer in writing of any incident or cause which prevents delivery of Goods or Services on the dates scheduled, specifying the reason for delay and if possible the estimated revised delivery date. If Supplier fails to so notify Buyer, Buyer shall be entitled to compensation for any additional actual, substantiated costs or expenses incurred by Buyer that could have been avoided if Supplier had properly notified Buyer. Supplier shall, at no extra cost to Buyer, take all necessary actions (including overtime work, urgent freight etc.) to reduce the delay period to a minimum and to mitigate the impacts thereof to Buyer. Whenever Supplier, for reasons not attributable to a force majeure event, does not meet the established delivery date for Goods or Services, Buyer shall be entitled to receive liquidated damages, notwithstanding and in addition to all other remedies available to Buyer, at the rate of two percent (2%) of the value of the delayed Goods or Services for each complete week of delay up to a maximum of ten percent (10%) of the total value of the delayed Goods or Services. If delay in delivery is such that Buyer is entitled to maximum penalty and if the Goods or Services still are not delivered, Buyer may terminate the Purchase Order or Contract in whole or in part without penalty.  In no event shall Buyer be prevented from exercising termination rights under the Purchase Order or Contract during any delay period.

All of Supplier’s work shall be subject to acceptance by Buyer. Unless otherwise set forth in a Purchase Order or Contract, the acceptance period shall be thirty (30) days from Buyer’s receipt of the Goods or Services. Supplier’s Goods and Services will be accepted if they meet the requirements of the Purchase Order or Contract. Unless otherwise set forth in a Purchase Order or Contract, acceptance procedures will be as follows: i) Fixed Fee Goods and Services: following Buyer’s receipt of Deliverables, Buyer will verify, in its reasonable discretion, that each Deliverable conforms in all material respects to the specifications set forth in the applicable Purchase Order or Contract.  Acceptance of Deliverables that meet such specifications shall not be unreasonably withheld, delayed or conditioned by Buyer; (ii) Time and Materials Services Engagement: when payment for the Services is on a time and materials basis, Services will be deemed accepted upon performance, provided that Services are compliant with the professional services warranty as set forth in the Purchase Order or Contract. Notwithstanding the foregoing, acceptance does not preclude or waive any future warranty claim by Buyer; (iii) Constructive Acceptance. if Deliverables are provided on a time and materials basis, with acceptance upon performance, or another acceptance right upon performance or delivery is set forth in a Purchase Order, Statement of Work or Order Form, Buyer’s acceptance of Supplier Deliverables shall be deemed to have occurred if Buyer does not: (a) notify Supplier to the contrary in writing within thirty (30) days from the date the Deliverable was delivered to Buyer, and (b) specify in reasonable detail all deficiencies and nonconformities in the Deliverable of which Buyer knows or should know through reasonable inspection following Buyer’s inspection of each Deliverable.

1. BUYER-SUPPLIED MATERIALS
   Whenever it is expressly agreed that Buyer will provide certain of its materials, components or content necessary for Supplier to perform under the Contract (the “Buyer Materials”), Buyer shall retain sole title to such Buyer Materials. As applicable, Buyer provides to Supplier a non-exclusive, non-transferable, fully paid, worldwide, revocable license to use Buyer Materials exclusively for performance of the Contract. Supplier shall carry out all actions necessary to safeguard Buyer’s title to such Buyer Materials, especially in the event of any bankruptcy procedures involving Supplier, and Supplier shall waive any rights of defense arising from a bailment. Supplier represents that no third party or financial institution has the right to encumber the consigned or licensed Buyer Materials as of conveyance and at any time when Materials are in possession of Supplier. If Supplier requires Buyer Materials from Buyer in order to provide Goods or Services, Supplier must request such Buyer Materials sufficiently in advance to allow Supplier to meet the agreed upon delivery schedule. Supplier shall establish the controls necessary to maintain custody and the integrity of the Buyer Materials. Supplier shall store the Buyer Materials at its own cost, mark the same as the property of Buyer, and keep them separate from other materials or products. Risk of damage or loss to the Buyer Materials shall pass to Supplier upon delivery to Supplier.
   
   
2. WORKS MADE FOR HIRE FOR BUYER
   Any written, visual, auditory or other materials in any format, including without limitation any and all forms of electronic media, that Supplier delivers to Buyer as, or intrinsic to, or included with the Deliverables, inventions and processes, products or services held as trade secrets, inventions for which applications for patents may be filed in any country, or written data and software and any other works of authorship that are protectable by copyright, shall be considered “works made for hire” within the meaning of applicable United States law.   Works made for hire will include without limitation all original works of authorship prepared or developed by Supplier for Buyer, such as data, notes, technical information, business information, specifications, drawings, records, computer program enhancements and software code and related documentation. All such Deliverables will be the exclusive property of Buyer and Buyer shall be the sole owner of any and all copyrights, patent rights and other intellectual property rights in such Deliverables. If by operation of law any such Deliverables may not be considered as works made for hire, Supplier hereby assigns all right, title and ownership interest in the Deliverables to Buyer. Supplier agrees to execute such documents of assignment as Buyer may reasonably request to evidence, perfect or affect the transfer, recordation or protection of such Deliverables. Supplier shall not make the Deliverables available to any third party.Supplier will assist Buyer in every reasonable way during and subsequent to the term of the Purchase Order or Contract to obtain for Buyer’s benefit, all patents, copyrights, trademarks or trade secret protection for such inventions, innovations, works of authorship, programs, know-how and techniques that Supplier may develop, create or participate in the development or creation of in the course of performing under this Purchase Order or Contract.

Supplier is responsible for obtaining in writing all rights, assignments, and permissions from any subcontractors, individuals, or entities assisting Supplier in the execution of the Purchase Order or Contract or whose materials will be used in the execution of the Purchase Order or Contract, and shall deliver to Buyer a copy of all such writings.  Supplier shall also be responsible for paying any fees owed to such subcontractors, individuals, or entities.  Supplier agrees to indemnify and hold Buyer harmless against any loss, damage, expense, or cost, including reasonable attorneys’ fees, arising out of any claim, demand or suit asserting that any materials or Deliverables delivered to Buyer by Supplier infringe any copyright, patent, trade secret, trademark, or other right.

Notwithstanding the above, any proprietary tools, techniques, processes, materials, systems, generalized ideas, concepts, know-how, methods or skills, in any format, which Supplier possessed prior to initiating work on a Buyer Purchase Order or Contract, or that otherwise are intrinsic to Supplier’s business, or that is provided in the same or substantially similar form to multiple customers of Supplier (“Supplier IP”), shall be and remain the sole property of Supplier. Supplier hereby grants to Buyer a non-exclusive, non-transferable, irrevocable, world-wide, permanent, fully paid license to use, copy, modify, sublicense and display such Supplier IP as the same are incorporated into Supplier’s Deliverables for Buyer. As applicable, Supplier will disclose to Buyer the Supplier IP that will be used in or with the Deliverables delivered to Buyer and will clearly delineate any instances where Supplier IP will be used with, but not be included in the Deliverables. Further, Supplier will identify to Buyer instances where it is embedding or using third party intellectual property in or with the Deliverables delivered to Buyer, including without limitation software, open source tools, commercial tools, frameworks, accelerators, or libraries.

1. QUALITY
   Supplier shall be responsible for the quality of the Goods or Services delivered to Buyer, regardless of whether Supplier manufactured or executed them itself or acquired them from a subcontractor. Goods and Services shall conform to the requirements set out in the documentation, drawings, specifications and regulations provided to Supplier and referred to in the Purchase Order, Statement of Work or Order Form. No technical modifications shall be made without the prior written consent of Buyer. Buyer shall notify Supplier in writing of any quality non-conformity detected by Buyer or its customers in Goods and Services supplied by Supplier. Supplier shall promptly respond to a non-conformity report or similar document issued by Buyer and shall promptly investigate and inform Buyer of the cause of the nonconformity and the corrective measures taken to correct it. Any other changes shall be notified in writing to Buyer for information purposes.
   
   
2. SERVICE LEVELS
   As applicable, in the case of digital Services, platforms or tools requiring Supplier support, and unless otherwise agreed by the Parties in writing, Supplier shall abide by Buyer’s minimum Service Level Requirements, located at  https://pmoglobalinstitute.org/.org/SLA
   
   
3. SUPPLIER PERSONNEL
   Supplier shall provide competent and qualified personnel in sufficient numbers to perform the Services and provide the Deliverables required by each Contract. Supplier personnel shall perform such Services and/or provide such Deliverables in accordance with the terms of the Purchase Order or Contract. Supplier personnel performing the Services on Buyer’s premises shall comply with Buyer’s rules and regulations pertaining to security of and access to Buyer’s premises and facilities of which Supplier has been informed in writing. Buyer reserves the right to review background, qualification and geographic location information with respect to any Supplier personnel assigned to work on Buyer matters, and Supplier shall provide such information in full upon request. Buyer retains the right to have Supplier personnel removed upon reasonable written request.
   
   
4. SCOPE CHANGE AND CHANGE ORDERS
   Buyer may request changes that affect the scope or duration of the Services. If Buyer requests such a change, or if Supplier notifies Buyer of issues or circumstances beyond the applicable scope of Services that may require a change, then the Parties shall negotiate promptly and in good faith a reasonable and equitable adjustment in the applicable scope, fees or deadlines.  Unless Buyer directs Supplier to stop work pending acceptance of such change, Supplier shall continue work pursuant to the existing Purchase Order, Statement of Work or Order Form, and no change shall be implemented unless accepted in writing by both Parties. Any and all such changes once agreed to and signed by the Parties will be reflected in written Change Orders, Amendments or Addenda to the applicable Purchase Order, Statement of Work or Order Form.
   
   
5. WARRANTIES
   In addition to any warranties made by Supplier in its brochures, catalogues, sales materials or other documentation, Supplier represents and warrants to Buyer that: (i) the Goods or Services it provides to Buyer are free from any defect in design, workmanship, raw material or manufacture; (ii) the Goods  or Services conform to the specifications, drawings, samples or other descriptions applicable thereto; (iii) any Services are performed in a professional and workmanlike manner; (iv) any Goods are merchantable; (v) the Goods are new and of quality, unless otherwise specified by Buyer; (vi) Supplier has conveyed to Buyer good and unencumbered title to the Goods or Services; and (vii) the Goods or Services comply with applicable local, state, federal laws and international legislation, and domestic industry-recognized standards currently applicable to such Goods or Services. The term of such warranty (the “Warranty Period”) shall be as set forth in the applicable Purchase Order, Statement of Work or Order Form and if not so specified, one (1) year from the date of delivery of the Goods or Services to Buyer.If during the Warranty Period any of the Goods or Services delivered by Supplier do not meet the warranties specified herein or otherwise applicable, Buyer may, at its option, (i) require Supplier to correct any defective or non-conforming Goods or Services at Supplier’s expense; (ii) if Supplier fails to timely correct any defect or nonconformity, correct such defect and charge the expense of such correction to Supplier; (iii) obtain a refund from Supplier for any defective or non-conforming Goods or Services and return such Goods or Services to Supplier at Supplier’s expense; or (iv) obtain cover Goods or Services and charge the additional costs incurred in obtaining such cover Goods or Services to Supplier. Such remedies are in addition to other remedies available to Buyer at law or equity and are not exclusive. Any warranties made by Supplier shall run to Buyer and be freely assignable to Buyer’s successors, affiliates, assignees, financing parties, and customers without any requirement for Supplier’s consent. The Supplier shall assign warranties made by other parties on or before the commencement of the Warranty Period, including its vendors and suppliers, to Buyer to the fullest extent permitted by contract and applicable law.
   
   
6. INDEPENDENT CONTRACTOR STATUS AND INDEMNIFICATION
   The relationship of Supplier to Buyer is that of an independent contractor. Nothing contained in the Purchase Order or Contract shall create an agency or employer-employee relationship between Buyer and Supplier. Supplier’s employees shall not be considered employees of the Buyer for any purpose. Supplier represents and warrants that it abides by all applicable laws with respect to its employees, and agrees that it shall be solely liable for any breach of its contractual or legal responsibilities to its employees, agents, suppliers or subcontractors, including without limitation legal or contractual requirements relating to health and safety requirements, immigration rules and documentation, worker’s compensation, wage and hour, non-discrimination, benefits and insurance obligations. Supplier is solely and exclusively responsible for any claims or lawsuits filed by its employees or subcontractors, and shall, without any limitations, defend, indemnify and hold Buyer (and any relevant Buyer Affiliate) harmless from and against any claim, proceeding, action, fine, loss, cost, damages and expenses arising out of or relating to any such claims or lawsuits, and any noncompliance with legislation, regulations, codes of practice, guidance and other requirements of any relevant government or governmental agency applicable to Supplier, its employees or subcontractors.
   
   
7. INSURANCE
   Supplier and its subcontractors shall procure and maintain insurance for the duration of the performance of the Purchase Order, Statement of Work or Order Form consisting of worker’s compensation, employer’s liability, comprehensive general and commercial liability, including bodily injury and property damage insurance, and property damage insurance for any equipment that may be brought to Buyer’s facilities, in no less an amount than two million dollars ($2,000,000.00) of coverage per incident with respect to the general and commercial liability policies.  In addition, and as applicable, Supplier is required to maintain appropriate levels of Technology Errors and Omissions Liability Insurance and Commercial Blanket Bond, including Electronic & Computer Crime or Unauthorized Computer Access Insurance commensurate with the type of data it secures under the Contract.   The Consultant shall provide certificates of insurance or other acceptable written proof of coverage to Buyer upon Buyer’s request. All policies will keep reasonable limits according to the risk of the activity and any third-party requirements and be provided by insurance companies of a reputable solvency. The Supplier shall name the Buyer as an additional insured and include a waiver of subrogation against the Buyer when the additional insured status is forbidden by law, for the duration of the Purchase Order, Statement of Work or Order Form. Insurance maintained pursuant to this clause shall be considered primary as it respects the interest of Buyer and is not contributory with any insurance which Buyer may carry.
   
   
8. MUTUAL INDEMNIFICATION
   Supplier and Buyer each shall defend, indemnify and hold the other and its directors, officers, employees, assignees, agents, and affiliates harmless from any and all claims, demands, suits, obligations, liabilities, damages, losses and judgments, including costs and expenses related thereto (including reasonable attorney’s fees), to the extent arising from actions or omissions of the indemnifying party, its employees , agents , contractors, suppliers or other representatives that include, cause or relate to: (i) the death or bodily injury to any person or damage to property on account of: (a) any alleged or actual defect, whether latent or patent, in any Good or Service provided hereunder, or (b) the actual or alleged negligence or intentional misconduct of the indemnifying party or any agent, employee, subcontractor or consultant thereof; (ii) the indemnifying party’s actual or alleged infringement of any patent, trademark, copyright, or misappropriation of any trade secret, or infringement of any other intellectual property right; (iii) any claims or liabilities for royalties, liens or any other encumbrances on the Goods or Services supplied; (iv) any actual or alleged violation of the data confidentiality, privacy or security requirements of the Purchase Order or Contract; or (v) any actual or alleged breach of a Party’s contractual or legal obligations to its employees, agents, consultants or subcontractors.
   
   
9. CONFIDENTIALITY
   Buyer and Supplier each agree to keep confidential all non-public information provided by the other Party which the receiving party knows or reasonably should know to be confidential or proprietary information or documentation of the disclosing party, including without limitation information related to a Party’s finances, business plans, strategic plans, customers, products in development, employees, or vendors (collectively, “Confidential Information”) The Parties may disclose Confidential Information to those employees, agents or subcontractors with a need to know in order to fulfil obligations under the Contract or any Purchase Order; provided that the Parties shall be responsible for any breach of confidentiality obligations by such employees, agents or subcontractors. In the event that a Party is requested or required in legal, regulatory or other administrative proceedings to disclose any Confidential Information, the Party receiving the request shall promptly notify the other Party of such request or requirement prior to disclosure so that the disclosing party may seek an appropriate protective order, or waive compliance with the terms of this clause, as applicable.
   
   
10. DATA PRIVACY AND SECURITY
    Supplier represents and warrants that it maintains appropriate administrative, physical and technical safeguards to protect the confidentiality, integrity and security of its customers’ data, including without limitation personally identifiable information and other sensitive data. Supplier affirms that it meets or exceeds the required administrative, physical and technological security safeguards for the type of data Supplier processes under this Agreement. Supplier further represents and warrants that it is in compliance with the requirements of all applicable data protection laws in connection with its provision of Goods or Services. Supplier agrees to comply with the requirements of Buyer’s Data Processing Agreement for data processors and all data either containing personally identifiable information of an individual, or that could be used to determine the identity of an individual, when Buyer is the data controller and the data subjects include any employee, agent, customer or prospective customer of Buyer.
    
    
11. FORCE MAJEURE
    Neither Party shall be deemed to be in default of any provision of the Purchase Order or Contract, nor be liable for any delay, failure in performance or interruption of services, resulting from acts of God, embargoes, quarantines, civil or military authority, civil disturbance, insurrection, war, other catastrophes or any such other cause beyond its reasonable control; provided, however, that each Party shall exercise reasonable efforts to remedy or mitigate any delay or impediment to performance to the best of its ability. The Party claiming a force majeure event shall notify the other Party of such event within five (5) calendar days of its commencement. Such notice shall describe the force majeure event, its estimated duration, its estimated impact on the notifying Party’s ability to perform under the Contract or Purchase Order, and the measures the notifying Party proposes to adopt to resolve or to mitigate the adverse consequences arising from the force majeure event. Whenever a force majeure event occurs, the timing for performance under the Purchase Order or Contract shall be extended for a period equivalent to the duration of the force majeure event, except that if the force majeure event persists for more than sixty (60) days or it is or becomes apparent that the force majeure will persist more than sixty (60) days, the Party not affected by such event shall be entitled to terminate the Purchase Order or Contract by notifying the other Party. Additionally, Buyer shall be entitled to terminate the Purchase Order or Contract within less than sixty (60) days after the commencement of a force majeure event if it becomes apparent, within Buyer’s sole reasonable judgment, that the Purchase Order or Contract will fail of its original purpose and the value of the Goods or Services to Buyer will be materially reduced as a consequence of a force majeure event that cannot be remediated or resolved promptly.
    
    
12. SEVERABILITY
    If any provision of the Purchase Order or Contract shall be declared illegal, void or otherwise unenforceable, the remaining provisions shall remain in full force and effect and valid. The Parties shall replace any clause which is declared invalid or void with another valid clause which is as similar as possible to the original in terms of purpose and effect.
    
    
13. TERM AND TERMINATION
    This TC shall remain in effect during any time when the Supplier is providing Goods or Services to the Buyer. Except as otherwise set forth below, this TC shall expire according to its own terms upon provision by Supplier of the last of any Goods or Services to Buyer.Buyer or Supplier may totally or partially cancel the Contract or a Purchase Order, without incurring any cost, by providing thirty (30) days’ advance written notice to the defaulting party of the defaulting event, in any of the following cases: (i) material breach by the defaulting party of the Purchase Order or Contract; (ii) whenever either Party becomes unincorporated or is declared bankrupt, insolvent or in receivership; (iii) any legal situation which limits the capacity of either Party to manage or dispose of its assets and which negatively affects its compliance with its obligations under the Purchase Order or Contract (including but not limited to being unable to pay its debts, passing a resolution for its winding up or a court of competent jurisdiction ordering the Party to be wound up or dissolved, the appointment of an administrator of or the making of an administration order or the appointment of a receiver or an administrative receiver).

Buyer may totally or partially cancel the Purchase Order or Contract, without incurring any cost, by providing thirty (30) days’ advance written notice to Supplier in any of the following cases: (i) whenever, in the sole opinion of Buyer, delays in the manufacturing, assembly or delivery of Goods or Services could prevent Supplier from meeting the delivery times, quality levels, requirements or material project deadlines specified in the Purchase Order or Contract; (ii) Buyer has determined in its sole judgment that the Goods or Services do not meet expected standards of quality or efficacy or otherwise do not meet Buyer’s reasonable expectations; (iii) in the event that there is a material change in Buyer’s strategy, business plan, market assessment, risk assessment, financial condition, or other change which in Buyer’s sole judgment requires termination of the Purchase Order or Contract; (iv) the event of a “Change of Control” of Supplier. For the purposes of this Clause “Change of Control” means the likelihood of one or more persons acting together taking the control of the Supplier so that, in the reasonable opinion of Buyer, its interests are adversely affected. Such “Change of Control” shall take place when, after the direct or indirect acquisition of the Supplier, the Supplier belongs to the same group as the acquirer or acquirers of its shares according to applicable law.

1. ASSIGNMENT
   Either Party may assign a Contract with the prior written consent of the other Party. An assignment without such consent shall be void.
   
   
2. NO GRATUITIES OR COMMISSIONS
   Supplier understands that Buyer prohibits its employees, contractors and representatives from accepting gifts from Suppliers and prohibits its Suppliers from offering anything of material value to Buyer employees, contractors and representatives, as well as to third parties, in connection with its provision of Goods and Services to Buyer. Supplier represents and warrants that it, including its agents, subcontractors or other representatives, has not given and will not give any material gift or gratuity, nor has it agreed and will not agree to pay any commission, bonus or other payment, nor provide anything of material value, to any of Buyer’s employees, agents or representatives, nor to any third party, in connection with any Purchase Order or Contract. In the event of any breach of the foregoing provisions, Buyer may terminate the relevant Purchase Order or Contract and recover from Supplier any losses suffered by Buyer as a result of (i) such termination and (ii) the breach of any obligation under this paragraph, whether or not the Purchase Order or Contract has been terminated.
   
   
3. CORPORATE SOCIAL RESPONSIBILITY
   Buyer considers observance of human rights and non-discrimination laws to be a key component of its and its suppliers’ corporate social responsibilities. Accordingly, Supplier undertakes: (i) not to admit to employment, directly or indirectly, anyone below the minimum age as defined in the International Labour Organisation Convention No.138 (ILO); (ii) not to apply, directly or indirectly, forced labor or any means of labor under duress; (iii) not to apply, amongst its employees, physical punishment, threats of violence nor any other means of duress or physical or mental abuse; and (iv) to avoid any kind of unlawful discrimination against or among its employees, meaning any distinction, exclusion or preference giving rise to duress or inequality based on race, color, sex, religious belief, political opinion, nationality, gender expression, sexual orientation, disability or any other personal, physical or social condition, or other status protected by law. If Supplier is found to be in breach of any of the foregoing provisions, Buyer shall take the measures it considers appropriate, including the suspension or termination of the Purchase Order or Contract.
   
   
4. COMPETITIVENESS
   Supplier will use its best efforts to assure that all Contract Goods and Services remain competitive in terms of current technology, design, and quality and price with similar goods available to Buyer up to the date of delivery. If, in the sole opinion of Buyer, any such items do not remain competitive as defined above, Buyer, to the extent it is free to do so, will notify Supplier of the area(s) in which other goods are more competitive. If, within thirty (30) days, Supplier does not agree to timely sell such items with comparable technology, design or quality or, if applicable, at a competitive price, Buyer may terminate the applicable Purchase Order, Statement of Work or Order Form and purchase the applicable items from another supplier without liability to Supplier.
   
   
5. NOTICES
   Any notices to be given by either Party to the other may be done by personal delivery, recognized overnight courier or by mail, registered or certified, postage prepaid with return receipt requested.  Mailed notices shall be addressed to the Parties at the addresses appearing in the applicable Purchase Order or Contract.  All notices delivered personally shall be deemed communicated as of the date of actual receipt; notices delivered by overnight courier or mail shall be deemed communicated as of the date recorded on the delivery receipt. For purposes of this Purchase Order or Contract, “personal delivery” includes notice transmitted by fax or electronic mail, provided the sender maintains confirmation that the notice was properly transmitted on that date.
   
   
6. SURVIVAL OF TERMS
   All provisions which must survive termination of the Contract or a Purchase Order to be effective shall survive termination. The following provisions specifically shall survive the expiration or termination of the Contract or a Purchase Order: Prices and Form of Payment, Warranties, Environmental Requirements, Indemnification, Confidential Information, Privacy, Applicable Law and Jurisdiction, and Proprietary Rights.
   
   
7. APPLICABLE LAW AND JURISDICTION
   Supplier’s provision of Goods or Services to Buyer shall be governed by and shall be construed, interpreted and enforced according to the laws of the International Chamber of Commerce (ICC). The Parties hereby consent to the non exclusive jurisdiction of the state and federal courts of Pennsylvania over any dispute arising under the Purchase Order or Contract.
   
   
8. ENTIRE AGREEMENT
   This TC supersedes all prior agreements, oral or in writing, between the Parties with respect to Supplier’s provision of Goods or Services to Buyer, and along with the applicable Purchase Order, Statement of Work or Order Form, contains the entire agreement of the Parties with respect to the subject matter thereof. The Parties acknowledge that no representations, inducements, or agreements have been made by either Party which are not embodied here, and that no other agreement or representation not contained in the Purchase Order or Contract is valid or binding.  A modification of this TC will be effective only if it is in writing and signed by authorized representatives of the Parties.