Entrata India Purchase Order Terms and Conditions

Definitions. In these Purchase Order Terms and Conditions (“Standard Purchase Terms”), the following definitions apply:
1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.
2. “Agreement” means, collectively, as applicable: (a) any separate written agreement negotiated and signed by authorized representatives of Buyer and Supplier that expressly governs the applicable Goods, Services, or Cloud Services; (b) the applicable Purchase Order; (c) these Standard Purchase Terms; and (d) any Specifications or other documents expressly incorporated by the applicable Purchase Order.
3. “AI Laws” means all Laws of any jurisdiction applicable to Supplier or Buyer relating to artificial intelligence systems and technology, including any implementing regulations, regulatory guidance, or circulars issued by any governmental authority, as amended.
4. “AI System” means any artificial intelligence model (including any deep learning or machine learning model), automated decision-making system, or generative AI tool.
5. “Anti-Corruption Laws” means all Laws relating to the prevention of bribery, corruption, money laundering, or similar activities, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, the Prevention of Corruption Act, 1988 (India), and any other applicable anti-bribery or anti-corruption legislation.
6. “Buyer” means Entrata, Inc. or the Entrata Affiliate identified as the buyer on the face of the applicable Purchase Order.
7. “Buyer Data” means all data and information provided by or on behalf of Buyer to Supplier, collected or generated by Supplier in connection with the Goods, Services, or Cloud Services, or otherwise obtained by Supplier in connection with the Agreement, including Personal Data, usage data, and Buyer Confidential Information.
8. “Buyer Materials” means any tangible or intangible materials provided by or on behalf of Buyer to Supplier to perform Services or provide Cloud Services, including software, documentation, source code, methodologies, know-how, data, and reports.
9. “Cloud Services” means any hosted, software-as-a-service, platform-as-a-service, cloud-based, or remotely-accessed services, websites, solutions, platforms, or products that Supplier makes available to Buyer under or in connection with the Agreement, including the software, mobile applications, equipment, technology, and infrastructure necessary for Supplier to provide the foregoing.
10. “Confidential Information” means all nonpublic information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that, under the circumstances of disclosure, a reasonable person would understand to be confidential. All Buyer Data, Buyer Materials, and all terms of the Agreement are deemed Buyer Confidential Information. All Personal Data is Buyer Confidential Information.
11. “Data Protection Law” means all Laws applicable to Supplier or Buyer relating to data security, data protection, or privacy, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (Cal. Civ. Code section 1798.100 et seq.) (“CCPA”), the Fair Credit Reporting Act (“FCRA”), the Telephone Consumer Protection Act (“TCPA”), the Digital Personal Data Protection Act, 2023 (India) and rules thereunder, the Information Technology Act, 2000 (India) (including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011), and any other applicable federal, state, or foreign data privacy law, as amended.
12. “Deliverable” means any deliverable or other product or result from Services that is referred to in a Purchase Order or any related materials, data, or documentation, and includes any Intellectual Property Rights developed by Supplier pursuant to such Purchase Order.
13. “Delivery Date” means the date of delivery for Goods or performance of Services as specified in a Purchase Order.
14. “Delivery Point” means the location identified by Buyer in the Purchase Order to which the Supplier is to deliver Goods and/or perform the Services, or such other delivery area or point which is specified in writing by Buyer.
15. “Excluded License” means any software license that requires, as a condition of use, modification, or distribution, that the software or other software combined or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
16. “Goods” means the goods that are required to be delivered by Supplier pursuant to a Purchase Order, if any, and include all materials, component parts, packaging and labelling of such goods.
17. “Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature, including all rights in and to patents (including all issued patents and pending applications therefor and patents which may be issued therefrom, including divisions, reissues, re-examinations, continuations and continuations-in-part); trade-marks; copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and other intellectual property rights whether registered or not; and all applications, registrations, renewals and extensions pertaining to the foregoing.
18. “Law” means all applicable laws, rules, statutes, regulations, orders, decrees, judgments, codes, and requirements of any governmental authority having jurisdiction.
19. “Personal Data” means any information relating to an identified or identifiable natural person, and any other data or information that constitutes personal data, personal information, or personally identifiable information under any applicable Data Protection Law.
20. “Purchase Order” means the purchase order between Buyer and Supplier for the purchase and sale of Goods and/or Services, to which these Standard Purchase Terms are attached or incorporated by reference.
21. “Security Incident” means any (i) accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Buyer Data (including Personal Data) transmitted, stored, or otherwise processed by Supplier or its subcontractors; or (ii) security vulnerability in Supplier’s systems that has a reasonable likelihood of impacting Buyer Data or Buyer’s systems.
22. “Services” means any services, including Cloud Services, to be provided by Supplier to Buyer pursuant to a Purchase Order. For the avoidance of doubt, any separate reference to "Cloud Services" in the Agreement is for clarity only and does not limit the scope of "Services."
23. “Specifications” means the requirements, attributes and specifications for the Goods or Services that are set out in the applicable Purchase Order. Specifications also include: (a) documentation published by Supplier relating to the Goods or Services; (b) operational and technical features and functionality of the Goods or Services; (c) standards or levels of service performance for Services; and (d) Buyer business requirements that are expressly set out in a Purchase Order.
24. “Supplier” means the party indicated on the face page of the Purchase Order that is contracting with Buyer for the purchase and sale of Goods and/or Services.
25. “Supplier Proposal” means any acknowledgement, estimate, quote, offer to sell, invoice, or proposal of Supplier relating to the supply of Goods and/or Services to Buyer, including any delivered in connection with a request for quotations, request for proposal or similar process initiated by Buyer.
26. "Trade Laws" means all Laws relating to export controls, import controls, economic sanctions, customs, antiboycott, and trade restrictions, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of Commerce's Bureau of Industry and Security, and any other applicable governmental authority.
Agreement. These Standard Purchase Terms are incorporated by reference into each applicable Purchase Order and, together with the other documents included in the definition of Agreement, constitute the entire agreement between Buyer and Supplier for Buyer’s purchase of the Goods, Services, or Cloud Services identified in the Purchase Order. If Buyer and Supplier have entered into a separate written agreement negotiated and signed by authorized representatives of both parties that expressly governs the applicable Goods, Services, or Cloud Services (a “Negotiated Agreement”), the Negotiated Agreement will control to the extent of any conflict. Subject to the foregoing, the order of precedence is: (a) the face of the Purchase Order; (b) these Standard Purchase Terms; and (c) any Specifications or other documents expressly incorporated by the Purchase Order. Any Supplier Proposal expressly referenced in the Purchase Order is incorporated solely to describe the applicable Goods, Services, or Cloud Services. Buyer’s acceptance of, or payment for, any Goods, Services, or Cloud Services will not constitute acceptance of any additional or different terms in a Supplier Proposal or other Supplier document unless expressly accepted in writing by an authorized representative of Buyer. Supplier’s online terms, click-wrap agreements, or terms of service that Buyer accepts to log in to or access Goods, Services, or Cloud Services are not part of the Agreement and will not replace, supplement, or amend the Agreement unless expressly accepted in a separate writing signed by an authorized representative of Buyer.
Delivery of Goods and Services.
1. Supplier agrees to supply and deliver the Goods to Buyer and to perform the Services, as applicable, on the terms set out in the Agreement.
2. Supplier shall, at its own expense, pack, load, and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Buyer in writing. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Buyer.
3. Time is of the essence with respect to delivery of the Goods and performance of Services. Goods shall be delivered and Services performed by the applicable Delivery Date. Supplier must immediately notify Buyer if Supplier is likely to be unable to meet a Delivery Date. At any time prior to the Delivery Date, Buyer may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including for the convenience of Buyer or due to failure of Supplier to comply with the Agreement, unless otherwise noted. If Buyer cancels a Purchase Order for convenience under this Section 3(c), Buyer's payment obligations will be governed by Section 14(b).
Inspection, Acceptance, and Rejection.
1. All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period”) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance”) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or that are damaged or defective. Buyer shall also have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of the Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, Acceptance, or use of the Goods or Services shall not limit or otherwise affect Supplier’s warranty obligations with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance, and use of the Goods or Services.
2. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery, and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with the Agreement, unless delivery of such Goods is approved in advance by Buyer and is accompanied by a written disclosure of Buyer’s prior rejection(s).
Price, Payment Terms, and Taxes
1. Prices for the Goods, Services, and Cloud Services will be set out in the applicable Purchase Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Buyer.
2. Supplier will issue all invoices on a timely basis. All invoices delivered by Supplier must meet Buyer’s requirements and, at a minimum, shall reference the applicable Purchase Order. Buyer is not obligated to pay any invoice received from Supplier more than one hundred twenty (120) days after Buyer’s Acceptance of the applicable Goods or Services.
3. Unless otherwise stated in the applicable Purchase Order, Buyer will pay the undisputed portion of properly rendered invoices Net 30 days from the invoice date. All payments by Buyer’s India office will be made in Indian Rupees (INR) unless otherwise specified in the Purchase Order, through banking channels in compliance with the Foreign Exchange Management Act, 1999 and applicable Reserve Bank of India regulations. Where Supplier qualifies as a micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006, Buyer will pay undisputed invoices within the time periods prescribed by that Act. Payment of an invoice will not constitute Acceptance and is subject to adjustment for errors, shortages, defects, or other failure to meet the requirements of the Agreement. Buyer shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach agreement with respect to such disputed amounts, and such withholding shall not be deemed a breach of the Agreement nor shall any interest be charged on such amounts. Buyer agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time periods specified herein.
4. Buyer may set off any amounts owed by Supplier to Buyer against amounts Buyer owes to Supplier or Supplier’s Affiliates and will provide reasonable notice to Supplier after any such set-off. Supplier will not charge Buyer for researching, reporting on, or correcting any errors relating to Supplier’s invoices.
5. Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of any taxes. Supplier shall separately itemize all applicable taxes on each invoice and indicate on each invoice its applicable tax registration number(s), including its Goods and Services Tax Identification Number (GSTIN) and Permanent Account Number (PAN) where applicable. Buyer will pay all applicable taxes to Supplier when the applicable invoice is due. Supplier will remit all applicable taxes to the applicable government authority(ies) as required by applicable Laws. Buyer may withhold from amounts payable to Supplier any applicable withholding taxes, including tax deducted at source (TDS) under the Income Tax Act, 2025 (India) (or its predecessor), and remit those taxes to the applicable governmental authorities as required by applicable Laws. Where TDS is deducted, Buyer will provide Supplier with the prescribed TDS certificate within the time required by Law. Where Supplier is a non-resident and the supply is subject to Goods and Services Tax under the reverse charge mechanism, Buyer will self-assess and remit the applicable GST. Supplier will provide any Tax Residency Certificate, Form 41, or other documentation required for Buyer to apply a reduced withholding rate under an applicable Double Taxation Avoidance Agreement.
6. Import duties, tariffs, and similar charges are Supplier’s responsibility unless otherwise agreed in the applicable Purchase Order. If Buyer provides Supplier with a valid exemption certificate, Supplier will not collect the taxes covered by such certificate. For imports into India, Supplier will provide Buyer with all documentation required for customs clearance, including applicable HSN/SAC codes, country of origin certificates, and any import licenses or authorizations required by the Directorate General of Foreign Trade (DGFT). Supplier will bear all Basic Customs Duty, Social Welfare Surcharge, and any anti-dumping or safeguard duties applicable to the Goods.
7. Unless otherwise specified in the applicable Purchase Order or a Negotiated Agreement, Supplier will not increase fees for any renewal term by more than the greater of: (i) three percent (3%) per annum; or (ii) the percentage increase in the applicable consumer price index for the twelve (12) month period ending sixty (60) days before the start of the applicable renewal term. For Purchase Orders denominated in USD, the applicable index is the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, as published by the U.S. Bureau of Labor Statistics. For Purchase Orders denominated in INR, the applicable index is the Consumer Price Index (Combined) for All India, as published by the Ministry of Statistics and Programme Implementation. Supplier will provide Buyer with at least ninety (90) days’ prior written notice of any proposed price increase.
Change Orders. Buyer may, by written notice to Supplier (including via email), suspend Supplier’s performance, increase or decrease ordered quantities, or make changes to the scope of the Goods or Services for Buyer’s reasonable business needs (each, a “Change Order”). A Change Order does not apply to Goods or Services fully delivered before the date of the Change Order. If any Change Order causes an increase or decrease in the cost of, or the time required for, Supplier’s performance, an equitable adjustment may be made in the price or delivery schedule, provided that Buyer agrees to such adjustment in writing. Supplier will continue performance of the Agreement during any Change Order negotiation unless Buyer directs otherwise in writing.
Representations and Warranties; Warranty Remedies
1. Supplier represents and warrants that: (i) it has and will maintain full rights and authority to enter into, perform under, and grant the rights set forth in the Agreement, and its performance will not violate any agreement or obligation between it and any third party; (ii) Services will be performed in a professional, workmanlike manner consistent with or above industry standards by qualified personnel; (iii) all Goods, Services, Deliverables, and Cloud Services will conform to the Specifications and be fit for their intended use; (iv) all Goods, Services, Deliverables, and Cloud Services will be free from defects in design, workmanship, and materials, and free from liens, encumbrances, and royalty obligations; (v) the Goods, Services, Deliverables, and Cloud Services will not infringe any third-party Intellectual Property Rights; (vi) the Goods, Services, Deliverables, and Cloud Services will not contain any viruses, malware, ransomware, Trojan horses, or other harmful or malicious code; (vii) no Deliverable or Good is governed by an Excluded License unless disclosed and approved in advance by Buyer; (viii) Supplier will comply with all applicable Laws, including all Data Protection Laws, Trade Laws, and Anti-Corruption Laws; (ix) Supplier will implement and maintain appropriate technical and organizational measures to protect Buyer Data; (x) Supplier will maintain all licenses, permits, and authorizations required to perform its obligations under the Agreement; (xi) all Goods are new, not previously used, and do not contain used or reconditioned parts, unless otherwise approved in writing by Buyer; and (xii) neither Supplier nor any of its principals is presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any governmental authority, and Supplier will immediately notify Buyer of any change in such status.
2. Warranty Remedies. All warranties in the Agreement will continue for a period of twenty-four (24) months following Acceptance of the applicable Goods or Services (the "Warranty Period"). In the event of breach of any warranty contained in the Agreement, and without prejudice to any other right or remedy available to Buyer (including Buyer’s indemnification rights under Section 13), Supplier will, at Buyer’s option and Supplier’s expense, refund the purchase price for, or correct or replace the affected Goods, or re-perform the affected Services, within ten (10) days after notice by Buyer. All associated costs, including costs of re-performance, inspection, transport, return shipment, and supply chain interruptions, will be borne by Supplier. If Goods are corrected or replaced or Services are re-performed, a new Warranty Period will commence on the date of Acceptance of the corrected or replaced Goods or re-performed Services. If Supplier fails to repair or replace within the required time, Buyer may do so at Supplier’s expense.
3. c. IP Infringement Remedy. If any Goods, Services or Cloud Services provided by Supplier are subject to a claim or allegation of infringement of third-party Intellectual Property Rights, Supplier will, at its own option and expense, and without prejudice to any other right or remedy of Buyer: promptly provide Buyer with a commercially reasonable alternative, including procuring for Buyer the right to continue using the Goods, Services and/or Cloud Services, replacing them with a non-infringing alternative satisfactory to Buyer, or modifying them (without affecting functionality) to render them non-infringing.
Intellectual Property Rights
1. Deliverables. All Deliverables are “works made for hire” for Buyer as defined under U.S. copyright law. All Intellectual Property Rights in and to each Deliverable shall vest in Buyer free and clear of all liens and encumbrances. To the extent any Deliverable does not qualify as a work made for hire, Supplier hereby irrevocably assigns to Buyer all right, title, and interest therein, including all Intellectual Property Rights, and waives all moral rights. Supplier will provide all assistance reasonably requested by Buyer to perfect these rights, including executing assignments, oaths, declarations, and other documents necessary to vest entire right, title, and interest in Buyer and its successors and assigns.
2. Pre-Existing IP. Each party retains all rights to its pre-existing Intellectual Property Rights and any Intellectual Property Rights developed independently of the Agreement. To the extent any Deliverables contain pre-existing intellectual property of Supplier, Supplier grants Buyer a worldwide, royalty-free, irrevocable, non-exclusive, perpetual, sublicensable license to use, copy, modify, and distribute such intellectual property as part of or in connection with the Deliverables.
3. License for Goods with Software. Supplier grants Buyer and its Affiliates a worldwide, irrevocable, non-exclusive, perpetual, royalty-free license for any Goods that include software or other Intellectual Property Rights not subject to a separately executed license agreement, permitting Buyer to use such software in connection with the Goods and to transfer this license to any Affiliate or successor.
4. Pass-Through Warranties and Indemnities. Supplier assigns and passes through to Buyer all third-party manufacturers’ and licensors’ warranties and indemnities for the Goods, Services and Cloud Services.
5. AI Training Prohibition. Supplier will not use any Buyer Data, Buyer Materials, Confidential Information, or Deliverables to customize, train, fine-tune, or improve, directly or indirectly, any AI System (collectively, “AI Training”) without Buyer’s express prior written consent. Any AI Training without such consent is a material breach of the Agreement, and the limitation of liability in Section 13(c) will not apply to claims arising from such breach.
6. Excluded Licenses. Supplier represents and warrants that no Deliverable, Good, or component thereof is governed, in whole or in part, by an Excluded License unless Supplier has disclosed such Excluded License in writing and obtained Buyer’s prior written approval.
7. Third-Party IP Identification. Supplier will identify for Buyer all third-party Intellectual Property Rights or software used in conjunction with the Goods, Services, or Cloud Services.
8. SBOM. Upon request, Supplier will provide a Software Bill of Materials as described in Section 12.c.
Confidentiality and Data Protection
1. Obligations. The Receiving Party will: (i) hold all Confidential Information of the Disclosing Party in strict confidence; (ii) not disclose Confidential Information to any third party except to employees, contractors, and professional advisors with a need to know who are bound by confidentiality obligations at least as protective as this Section 9; and (iii) use Confidential Information only for the purposes of the Agreement.
2. Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party before disclosure, as documented by the Receiving Party’s records; (iii) is independently developed without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is received from a third party without restriction and without breach of any confidentiality obligation.
3. Duration. Confidentiality obligations survive for five (5) years after disclosure, except that obligations regarding trade secrets survive for as long as the information qualifies as a trade secret under applicable Law, and obligations regarding Personal Data survive indefinitely.
4. Return and Destruction. On termination or expiration of the Agreement, or upon the Disclosing Party’s written request, the Receiving Party will promptly return or securely destroy all Confidential Information (including copies) and certify such destruction in writing. If retention is required by Law, the Receiving Party will identify the retained information, the legal basis, and the retention period, and will continue to protect it as required by this Section 9.
5. Compelled Disclosure. If the Receiving Party is compelled by Law or legal process to disclose Confidential Information, it will provide the Disclosing Party with prompt written notice (to the extent legally permitted) and cooperate with efforts to obtain protective treatment.
6. Data Protection Compliance. Supplier will comply with all applicable Data Protection Laws in its collection, processing, storage, and disposal of Personal Data under the Agreement. Supplier will process Personal Data only as necessary to perform its obligations and in accordance with Buyer’s documented instructions. Supplier will not sell, share, or use Personal Data for any purpose other than performing under the Agreement. Where Supplier processes Personal Data as a Data Processor (as defined under the Digital Personal Data Protection Act, 2023) on behalf of Buyer, Supplier will: (i) process such data only in accordance with Buyer’s documented instructions and the terms of any data processing addendum; (ii) not transfer Personal Data outside India except in compliance with the Digital Personal Data Protection Act, 2023 and applicable cross-border transfer restrictions; (iii) implement reasonable security safeguards as prescribed under applicable Data Protection Laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011; and (iv) cooperate with Buyer in responding to data principal rights requests within the timeframes prescribed by applicable Law.
7. Data Processing Addendum. If Supplier will process Personal Data on behalf of Buyer, the parties will enter into a data processing addendum in a form acceptable to Buyer before any such processing begins.
8. Security Incident Notification. Supplier will notify Buyer without undue delay (and in no event later than forty-eight (48) hours) upon becoming aware of any Security Incident. Supplier will: (i) promptly investigate the Security Incident; (ii) provide Buyer with detailed information about the nature of the incident, the approximate number of individuals affected, its current and foreseeable impact, and the measures Supplier is taking to address and mitigate its effects; (iii) take all commercially reasonable steps to mitigate the effects; and (iv) cooperate with Buyer’s incident response procedures. Where the Security Incident constitutes a personal data breach under the Digital Personal Data Protection Act, 2023, Supplier will cooperate with Buyer’s obligation to notify the Data Protection Board of India and affected Data Principals within seventy-two (72) hours, and will provide Buyer with all information necessary for such notifications. Supplier will obtain Buyer’s prior written approval before notifying any governmental entity, individual, the press, or other third party of a Security Incident, unless Supplier is under a legal obligation to provide such notification, in which case Supplier will make every effort to give Buyer prior notice.
9. Security Standards. Supplier will implement and maintain appropriate technical and organizational security measures to protect Buyer Data and Personal Data, including, at a minimum: (i) access controls; (ii) encryption of data in transit and at rest; (iii) vulnerability management and remediation; (iv) incident response procedures; (v) employee security training; (vi) change management controls; and (vii) disaster recovery and business continuity procedures. Upon Buyer’s request, Supplier will provide evidence of its security posture, including SOC 2 Type II reports, ISO 27001 certifications, or equivalent.
Cloud Services
1. Service Levels. Supplier will provide Cloud Services in accordance with the service levels specified in the applicable Purchase Order. If no service levels are specified, Supplier will maintain 99.9% availability measured monthly, excluding scheduled maintenance windows agreed in writing by the parties. If Supplier fails to meet the applicable availability standard in any calendar month, Supplier will provide Buyer a service credit equal to the pro-rata share of fees for the period of unavailability, to be applied against the next invoice. If Supplier fails to maintain an average availability of at least 98% over any three (3) consecutive calendar months, Buyer may terminate the applicable Purchase Order immediately upon written notice and receive a pro-rata refund of any prepaid, unused fees.
2. Business Continuity. Supplier will establish, implement, test, and maintain an enterprise-wide business continuity and disaster recovery program, including geographically separated backup systems updated and tested at least annually, capable of fully recovering the Cloud Services and all Buyer Data on a daily basis. On request, Supplier will provide Buyer with an overview of its business continuity program and respond promptly to Buyer’s inquiries regarding the program.
3. Transition. On termination or expiration of a Purchase Order involving Cloud Services, or upon Buyer’s written request, Supplier will: (i) provide all Buyer Data in a standard, machine-readable format within thirty (30) days; (ii) provide reasonable transition assistance for up to ninety (90) days at Supplier’s then-current rates; and (iii) securely delete all Buyer Data within sixty (60) days following the transition period and provide Buyer with written certification of such deletion.
4. Cloud Infrastructure. Supplier will use only the cloud infrastructure provider(s) identified in the applicable Purchase Order and will provide at least ninety (90) days’ prior written notice before any change in cloud infrastructure provider or location of Buyer Data. If Buyer objects to such change, Buyer may terminate the applicable Purchase Order immediately with no further obligation.

Artificial Intelligence
1. Prior Consent Required. Supplier will not use any AI System in connection with, or incorporate any AI System into, the Goods, Services, Cloud Services, or any Deliverable without Buyer’s prior written consent.
2. Conditions of Approved Use. If Buyer consents to Supplier’s use of an AI System, Supplier will, at its expense: (i) comply with all applicable AI Laws; (ii) implement and maintain appropriate technical and organizational measures to ensure the AI System’s compliance with AI Laws; (iii) maintain documentation sufficient to demonstrate such compliance; and (iv) cooperate with Buyer in responding to any inquiry by a governmental body, regulatory authority, or standards body relating to the AI System (an “AI Inquiry”). Supplier will obtain Buyer’s prior written approval before responding to or notifying any third party of an AI Inquiry.
3. AI Training Prohibition. The prohibition on AI Training set forth in Section 8.e applies to all AI Systems used by Supplier or its subcontractors in connection with the Agreement. Any AI Training conducted without Buyer’s express prior written consent constitutes a material breach of the Agreement.
Hazardous Materials; Electrical and Electronic Components; Software Bill of Materials; Tools and Equipment
1. Hazardous Materials. Supplier agrees to provide, upon and as requested by Buyer to satisfy any applicable Laws governing the use of any hazardous substances, either of the following: (i) all reasonably necessary documentation to verify the material composition, on a substance by substance basis, including quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods; or (ii) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain, and the Services do not require the use of, any particular hazardous substances.
2. Electrical and Electronic Components. All electrical or electronic components or equipment must meet UL, CE, FCC, CSA, or Bureau of Indian Standards (BIS) requirements, as applicable to the jurisdiction of delivery, and conform to applicable industry standards and all other applicable legislative requirements. For Goods delivered in India, Supplier will ensure all notified products carry a valid BIS Standard Mark and registration number (R-number) under the Compulsory Registration Scheme and conform to the applicable Indian Standard.
3. Software Bill of Materials. Upon request from Buyer, Supplier will promptly provide Buyer with a Software Bill of Materials (“SBOM”) for all software provided under the Agreement. Each SBOM will meet the minimum requirements established by the U.S. Department of Commerce or otherwise required by Law.
4. Tools and Equipment. All tools, equipment, or materials acquired by Supplier for use in providing the Goods or Services that have been furnished to, paid for by, or charged against Buyer will remain or become Buyer’s property, will be treated as Buyer Confidential Information, and will be delivered to Buyer in good condition (normal wear and tear excepted) immediately upon demand and without cost to Buyer. Supplier warrants that such items and information will not be used for any work or production of any materials or parts other than for Buyer, without Buyer’s prior written permission.
Insurance; Indemnities; Limitation of Liability
1. Insurance. Supplier represents and warrants that it maintains with reputable insurers insurance policies in coverage amounts that a prudent supplier of similar goods and services would maintain, including professional errors and omissions liability, comprehensive commercial general liability (including product liability), all-risk contractors’ equipment insurance, and automobile liability insurance. Supplier will procure and maintain, at its own cost, such additional policies and coverages as Buyer may reasonably require. Supplier will promptly deliver written proof of insurance upon request. If requested, Buyer will be named as an additional insured, and such insurance will provide that it cannot be cancelled or materially changed without at least 30 days’ prior written notice to Buyer. For Purchase Orders issued by Buyer’s India office or an Affiliate incorporated in India, insurance coverage amounts may be specified in Indian Rupees (INR) at equivalent values in the applicable Purchase Order, all policies must be placed with insurers licensed by the Insurance Regulatory and Development Authority of India (IRDAI), and workers’ compensation coverage will comply with the Employees’ Compensation Act, 1923.
2. Indemnities. Supplier shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Buyer Indemnified Parties”) from and against any claims, fines, losses, actions, damages, expenses, legal fees, and all other liabilities brought against or incurred by the Buyer Indemnified Parties or any of them arising out of: (i) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of, or any actual or alleged defect in, the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (ii) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (iii) any intentional, wrongful, or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (iv) Supplier’s breach of any of its obligations under the Agreement; (v) any liens or encumbrances relating to any Goods or Services; or (vi) Supplier’s breach of its confidentiality, data protection, security, privacy, or artificial intelligence obligations under the Agreement. Buyer will provide Supplier with prompt written notice of any claim for which it seeks indemnification; provided that a delay in notice will not relieve Supplier of its indemnification obligations except to the extent Supplier is materially prejudiced by such delay. Supplier will assume the defense of each such claim with counsel reasonably acceptable to Buyer. Buyer may participate in the defense at its own expense with counsel of its choice. Supplier will not settle any claim without Buyer's prior written consent if the settlement imposes any obligation on, or requires any admission by, any Buyer Indemnified Party.
3. Limitation of Liability. EXCEPT FOR SUPPLIER’S OBLIGATIONS UNDER SECTION 13(b) (INDEMNITIES), AND EXCEPT FOR A BREACH OF SUPPLIER'S CONFIDENTIALITY, DATA PROTECTION, SECURITY, PRIVACY, OR ARTIFICIAL INTELLIGENCE OBLIGATIONS UNDER THE AGREEMENT, INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE AGREEMENT, UNAUTHORIZED AI TRAINING IN VIOLATION OF SECTION 8(e), OR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THE AGREEMENT. BUYER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY BUYER UNDER THE APPLICABLE PURCHASE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING CAP DOES NOT APPLY TO SUPPLIER'S LIABILITY.
Term, Termination, and Audit
1. Term. Each Purchase Order constitutes an offer when issued, becomes effective upon Supplier’s acceptance as provided on the face of the Purchase Order, and continues until all obligations under it are fulfilled, unless earlier terminated in accordance with this Section 14.
2. Termination for Convenience. Buyer may terminate the Agreement or any Purchase Order for convenience upon thirty (30) days’ written notice to Supplier. Upon such termination, Buyer’s sole obligation is to pay for: (i) Goods delivered and accepted before the effective date of termination; (ii) Services performed and accepted before the effective date of termination; and (iii) Cloud Services delivered before the effective date of termination, with Supplier providing a pro-rata refund of any prepaid, unused fees.
3. Termination for Cause. Either party may terminate the Agreement or any Purchase Order for cause if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of written notice specifying the breach (ten (10) days for payment defaults).
4. Insolvency. Either party may terminate the Agreement immediately upon written notice if the other party: (i) becomes insolvent; (ii) files or has filed against it a petition in bankruptcy; (iii) makes an assignment for the benefit of creditors; or (iv) has a receiver or trustee appointed for a substantial part of its assets.
5. Post-Termination Obligations. On termination or expiration, Supplier will promptly deliver to Buyer all completed and in-progress Deliverables and all Buyer Materials, and will comply with its obligations under Sections 9 (Confidentiality and Data Protection) and 10 (Cloud Services).
6. Audit. Supplier will maintain complete and accurate records relating to its performance, fees, and compliance with the Agreement for the longer of: (i) five (5) years; or (ii) the term of the Agreement plus three (3) years. Buyer or its designated auditor may, upon at least fifteen (15) days’ prior written notice (except in emergencies), audit and inspect Supplier’s applicable records and facilities to verify compliance with the Agreement, including data protection, security, fees, and intellectual property provisions. Supplier will provide Buyer’s audit team with reasonable access and cooperation. If an audit reveals that Supplier has overcharged Buyer by five percent (5%) or more during the audited period, Supplier will: (i) immediately refund all overpayments; (ii) pay interest on such overcharges at the rate of one percent (1%) per month from the date of overpayment; and (iii) reimburse Buyer for the reasonable costs of the audit. Buyer will bear the expense of its auditors in all other cases.
General Provisions
1. Independent Contractors. Supplier will perform its obligations under the Agreement as an independent contractor. Neither Supplier nor its employees will be considered employees, agents, partners, fiduciaries, or joint venturers of Buyer. Supplier and its employees will have no authority to represent Buyer or its Affiliates or bind Buyer or its Affiliates in any way, and will not hold themselves out as having such authority.
2. Assignment and Subcontracting. Supplier may not assign or subcontract the Agreement, in whole or in part, without Buyer’s prior written consent. Any permitted assignment or subcontracting will not release Supplier of its obligations, and Supplier will remain jointly and severally liable with the assignee or subcontractor. The acts and omissions of any subcontractors will be deemed the acts and omissions of Supplier. Supplier will ensure that each approved subcontractor agrees in writing that Buyer is an intended third-party beneficiary of the subcontractor’s agreement with Supplier, and that such agreement contains terms no less protective of Buyer than the Agreement, including the confidentiality, data protection, security, intellectual property, and artificial intelligence provisions herein. Buyer may assign the Agreement, in whole or in part, to any Buyer Affiliate or to any successor by merger, reorganization, or sale of all or substantially all of Buyer's assets, without Supplier’s consent. The Agreement will inure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators, assigns, and successors.
3. Force Majeure. Neither party will be liable for any delay or failure in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, epidemics, government actions, or utility failures (each, a “Force Majeure Event”), provided that: (i) payment obligations and data protection obligations are not excused by Force Majeure; (ii) the affected party provides prompt written notice and uses commercially reasonable efforts to mitigate the impact; and (iii) if a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Purchase Order on written notice.
4. Publicity and Trademarks. Supplier will not issue any press release or other public statement regarding its relationship with Buyer or the terms of the Agreement without Buyer’s prior written approval in each instance. Supplier will not use Buyer’s name, logo, trademarks, or service marks for any purpose, including marketing, advertising, or customer references, without Buyer’s prior written consent in each instance.
5. Independent Development. Nothing in the Agreement restricts Buyer’s ability to, directly or indirectly, acquire, license, develop, manufacture, or distribute same or similar technology, products, or services to the Goods, Services, Deliverables, or Cloud Services contemplated by the Agreement.
6. Notice of Labor Disputes. Whenever an actual or potential labor dispute delays or threatens to delay the timely performance of the Agreement, Supplier will immediately notify Buyer in writing and furnish all relevant details. Supplier will include a provision identical to the foregoing in each subcontract.
7. Cumulative Remedies. Subject to Section 13, the rights and remedies of Buyer in the Agreement are cumulative and in addition to any other rights and remedies at law or in equity.
8. Survival. Any provision of the Agreement that expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry, or completion of the Agreement.
9. Severability. If any provision of the Agreement is determined to be unenforceable or invalid for any reason, in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof, and the remaining part and all other provisions will continue in full force and effect.
10. Waiver. No waiver of any provision of the Agreement will be enforceable against a party unless it is in writing and signed by that party.
11. Further Assurances. The parties will sign such further documents, cause such meetings to be held and resolutions passed, and do and perform such further acts and things as may be necessary or desirable to give full effect to the Agreement.
12. Interpretation. Headings used in the Agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular include the plural and vice versa; words importing gender include all genders. Where the Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.”
13. Access to Buyer Systems. If Supplier or its personnel require access to Buyer's systems, networks, or facilities in connection with the Agreement, Supplier will: (i) access only those systems, networks, and facilities expressly authorized by Buyer in writing; (ii) comply with all of Buyer's security policies, access controls, and acceptable use policies; (iii) not introduce any virus, malware, or harmful code into Buyer's systems or networks; (iv) not copy, download, modify, reverse engineer, decompile, or create derivative works of any data, software, or information contained in Buyer's systems or networks except as expressly authorized by Buyer; and (v) promptly notify Buyer of any unauthorized access to, or compromise of, Buyer's systems or networks. Buyer may monitor Supplier's access to Buyer's systems and networks and may revoke access at any time. Supplier will be liable for any damage resulting from the introduction of harmful code by Supplier or its personnel into Buyer's systems or networks.
14. Supplier Code of Conduct. Supplier will comply with, and will cause its Affiliates and subcontractors to comply with, Buyer's Supplier Code of Conduct, as may be provided to Supplier or published by Buyer from time to time. Supplier will promptly notify Buyer of any known or suspected violation of the Supplier Code of Conduct. A material violation of the Supplier Code of Conduct by Supplier, its Affiliates, or its subcontractors will constitute a material breach of the Agreement.
15. Supplier Personnel. Supplier will ensure that all employees, independent contractors, subcontractors, and agents performing Services or providing Goods under the Agreement ("Supplier Personnel") are qualified and appropriately trained. Subject to applicable Law, Supplier will, at its own expense, conduct criminal background checks on all Supplier Personnel who will have access to Buyer Data, Buyer systems, or Buyer facilities. Supplier Personnel will not be eligible to perform under the Agreement if they have been convicted of any crime involving dishonesty, breach of trust, fraud, or any violent or sexual offense. Supplier is responsible for ensuring that all Supplier Personnel meet the licensing, security, and labor requirements for the locale where the Services are performed.
16. Anti-Corruption. Supplier will comply with all applicable Anti-Corruption Laws. While performing under the Agreement, Supplier will: (i) not offer, promise, give, or authorize the giving of any payment, gift, or anything of value to any government official, political party, or any other person in violation of Anti-Corruption Laws; (ii) provide training to its personnel on compliance with Anti-Corruption Laws; and (iii) promptly notify Buyer if it becomes aware of any actual or suspected violation of Anti-Corruption Laws in connection with the Agreement. A violation of this Section is a material breach of the Agreement, and Buyer may terminate the Agreement immediately upon written notice without a cure period.

Conflict of Interest and Anti-Kickback Certification. Supplier represents, warrants, and certifies that: (i) no officer, director, employee, agent, or representative of Supplier has any undisclosed financial interest, familial relationship, or other material relationship with any officer, director, employee, or agent of Buyer who is involved in procurement, contract management, or payment decisions relating to the Agreement; (ii) Supplier has not offered, paid, or agreed to pay, and will not offer, pay, or agree to pay, directly or indirectly, any kickback, bribe, rebate, gift, gratuity, or other thing of value to any officer, director, employee, or agent of Buyer in connection with the Agreement or any Purchase Order; and (iii) Supplier has not received, accepted, or agreed to accept, and will not receive, accept, or agree to accept, any kickback, bribe, rebate, or other improper payment or benefit from any officer, director, employee, or agent of Buyer in connection with the Agreement or any Purchase Order. Supplier will promptly disclose in writing to Buyer any actual or potential conflict of interest or any relationship that could reasonably be perceived as a conflict of interest arising during the term of the Agreement. Supplier will maintain and enforce policies and procedures designed to prevent violations of this Section. A breach of any representation, warranty, or obligation under this Section will constitute a material breach of the Agreement, and Buyer may terminate the Agreement and any Purchase Order immediately upon written notice without a cure period. Such termination is in addition to, and not in lieu of, any other right or remedy available to Buyer under the Agreement or at law or in equity, including Buyer's indemnification rights under Section 13(b).

Trade Compliance. Supplier will comply with all applicable Trade Laws. Supplier represents and warrants that: (i) neither Supplier nor any of its officers, directors, or Affiliates is a party identified on any restricted or denied party list maintained by the U.S. Department of the Treasury, the U.S. Department of Commerce, the Directorate General of Foreign Trade (DGFT), the Reserve Bank of India, or any other applicable governmental authority; (ii) no Goods, Services, or Cloud Services will originate from any country or territory subject to comprehensive economic sanctions administered by the U.S. Office of Foreign Assets Control or trade restrictions under applicable Indian Law, including restrictions notified by the DGFT or the Ministry of External Affairs; and (iii) Supplier will provide Buyer, upon request, all applicable export control classification numbers, country of origin, and any export authorizations or licenses required under Trade Laws, including any licenses or authorizations required under the Foreign Trade (Development and Regulation) Act, 1992 or the Foreign Exchange Management Act, 1999. Supplier will promptly notify Buyer if it becomes aware of any actual or potential violation of Trade Laws in connection with the Agreement.
Notices. All notices, permissions, and approvals under the Agreement will be in writing and will be effective upon: (i) personal delivery; (ii) delivery by nationally recognized overnight courier, with all fees prepaid; (iii) deposit with the applicable national postal service (including the United States Postal Service or India Post, as applicable) as certified or registered mail or Speed Post, return receipt or acknowledgment due requested, postage prepaid; or (iv) email transmission (except that notices of breach, termination, indemnification claims, or Security Incidents may not be delivered solely by email). Notices are deemed effective upon receipt or refusal of delivery. Notices to Buyer will be addressed to the contact and address specified in the applicable Purchase Order, or such other address as Buyer designates in writing. Notices to Supplier will be addressed to the contact and address specified in the applicable Purchase Order, or such other address as Supplier designates in writing.
Governing Law. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. The Agreement will be governed by the laws of the State of Utah and the federal laws of the United States of America applicable therein. The parties irrevocably attorn to the jurisdiction of the state and federal courts located in Salt Lake County, Utah, which will have non-exclusive jurisdiction over any matter arising out of the Agreement. In any action or suit arising out of or relating to the Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled. Notwithstanding the foregoing, where the applicable Purchase Order is issued by Buyer’s India office or an Affiliate incorporated in India: (a) the Agreement will be governed by the laws of India; (b) any dispute arising out of or in connection with the Agreement will be referred to and finally resolved by arbitration administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with the Arbitration and Conciliation Act, 1996, seated in Mumbai, India, conducted in English by a sole arbitrator appointed in accordance with the MCIA Rules; (c) the arbitral award will be final and binding; and (d) judgment on the award may be entered in any court of competent jurisdiction. The provisions of the Indian Stamp Act, 1899 (and any applicable state stamp legislation) will apply to the Agreement, and each party will bear its own stamp duty obligations unless otherwise specified in the Purchase Order.

Each Purchase Order may be issued electronically. No signature is required, and Supplier’s acceptance will occur as stated on the face of the applicable Purchase Order.

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