Last Updated: December 2023
TANIUM TERMS AND CONDITIONS OF PURCHASE
If the parties have entered into a separate agreement governing the purchase of products and services (“Existing Agreement”) by Tanium Inc. or one of its affiliates (“Tanium“), the Existing Agreement will govern. In the absence of an Existing Agreement, the purchase order, together with these terms and conditions, and any attachments and exhibits physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between Tanium and the vendor (“Supplier”) identified in the Purchase Order. No other terms, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgment, release, acceptance or other written correspondence, irrespective of the timing, will form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on Tanium’s agreement to such different or additional terms. Supplier’s acceptance of the Purchase Order or commencement of performance constitutes Supplier’s acceptance of these terms and conditions. The Purchase Order does not constitute a firm offer within the meaning of Section 2205 of the California Commercial Code and may be revoked at any time prior to Supplier’s acceptance or performance. Regardless of its construction as an offer, acceptance, confirmation or use to place orders for goods or services pursuant to an earlier contract, this Purchase Order incorporates by reference all terms of the Uniform Commercial Code providing any protection for a buyer, including, without limitation, all express and implied warranty protection and all buyer’s remedies under the Uniform Commercial Code.
1. DEFINITIONS
1.1 “Deliverables” means the work product and other deliverables specified in the Purchase Order (and/or any Statement of Work) to be delivered on or before the Delivery Date.
1.2 “Delivery Date” means the date or dates specified in the Purchase Order (and/or any Statement of Work) by which Supplier is required to deliver the Work.
1.3 “Harmful Code” means any software intentionally designed to (i) disrupt, disable, harm, or impede operation, or (ii) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap door devices.
1.4 “Intellectual Property Rights” means all copyrights, patents, trade secrets, trademarks, service marks, tradenames, moral rights, and other worldwide intellectual property and proprietary rights.
1.5 “Preexisting Materials” means any proprietary materials or personal property of Supplier or Tanium created before the date of this Purchase Order or outside the scope of this Purchase Order.
1.6 “Products” means the software or tangible goods specified in the Purchase Order to be delivered by Supplier on or before the Delivery Date.
1.7 “Services” means the services specified in the Purchase Order and/or any Statement of Work that Supplier provides to Tanium.
1.8 “Statement of Work” or “SOW” means a document executed by Tanium specifying the scope, objective, and time frame of the Work that Supplier will perform for Tanium.
1.9 “Subcontractor” means a third-party performing Work under an agreement with Supplier who has been approved by Tanium in accordance with Section 9.2 below.
1.10 “Third Party Intellectual Property” means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work./p>
1.11 “Supplier Personnel” means Supplier’s employees, consultants, agents, independent contractors and Subcontractors.
1.12 “Work” means the Deliverables, Products and Services specified in the Purchase Order, including any SOW.
2. DELIVERY
2.1 Time is of the essence in Supplier’s performance of its obligations under the Purchase Order. Supplier will immediately notify Tanium if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. Tanium’s acceptance of Supplier’s notice will not constitute Tanium’s waiver of any of Supplier’s obligations or of any of Tanium’s rights. If Supplier delivers Work after the Delivery Date, Tanium may reject such Work.
2.2 Tanium will hold any Products rejected under this Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s return shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges Tanium incurs on Supplier’s behalf. Tanium may, in its sole discretion, destroy or sell at a public or private sale any rejected Products for which Tanium does not receive return shipping instructions within a reasonable time.
2.3 Supplier will preserve, package and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with reasonable commercial practices without additional charges in the absence of any specifications Tanium may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous materials, including, without limitation, with respect to its accompanying information, packaging, labeling, reporting, carriage and disposal.
2.4 Supplier will include with each delivery of Products a packing list identifying the Purchase Order number, the part number for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment.
2.5 Unless Tanium expressly instructs otherwise, Supplier will deliver all Work to Tanium at the address set forth in the Purchase Order. Supplier assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance (DDP – Delivered Duty Paid – Incoterms 2020). Risk of loss for the Deliverables and Products does not pass to Tanium until acceptance in accordance with Section 5 (Inspection and Acceptance).
3. PRICE AND PAYMENT
3.1 Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imports and government-imposed fees. Supplier will break out all such taxes and other charges in its invoices. For the avoidance of doubt, taxes do not include any taxes payable by Supplier for its employees or for its net income. Supplier shall use its best efforts to assist Tanium in all legal efforts to minimize the taxes resulting from the performance of this Purchase Order.
3.2 If sales and use tax is applicable, Supplier shall itemize the tax charge on invoice by delivery location(s). Supplier shall also accurately specify the delivery method and delivery location(s) on the invoice. Tanium will only pay applicable VAT/GST upon receiving a valid tax invoice that meets all relevant tax authority’s requirements. In the case of Supplier’s failure to charge applicable taxes at the time of invoice, Supplier shall take full responsibility for payment of taxes to taxing authorities and will not hold Tanium liable for any additional taxes thereafter and in case of audit.
3.3 If withholding taxes apply and Tanium is required to withhold any amounts from payments to Supplier hereunder as prescribed by law, Tanium shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly, within 60 days’ of the payment date, furnish Supplier a certificate for tax deducted at source for which Supplier may be eligible to claim tax credit in its country of tax residency.
3.4 Tanium will pay Supplier in accordance with the payment terms and currency set forth on the face of the Purchase Order, or within 60 days if no terms are stated on the Purchase Order, following the later of: (i) the Delivery Date; (ii) the date of Tanium’s acceptance of all of the Work; or (iii) Tanium’s receipt of a properly prepared invoice. A properly prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Supplier’s certification of conformance of the Work to the requirements. Tanium may, at any time, set-off any amounts Supplier owes Tanium against any amounts Tanium owes to Supplier or any of its affiliated companies. Under no circumstances shall Tanium pay or advance funds to Supplier, nor shall Supplier accept such funds, other than in accordance with a valid and applicable Purchase Order for services rendered.
4. OWNERSHIP AND LICENSE
4.1 Unless otherwise specified in an SOW and except as provided in Subsection 4.2 below, Tanium is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Tanium all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights.
4.2 Unless otherwise specified in an SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Tanium a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier’s Preexisting Materials in the Deliverables to the extent necessary for Tanium’s exercise and exploitation of its rights in the Deliverables.
4.3 Unless otherwise specified in an SOW, Supplier hereby obtains and assigns to Tanium a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above licenses to Tanium upon Tanium’s request.
5. INSPECTION AND ACCEPTANCE
Tanium may reject any or all of the Work which does not conform to the applicable requirements within ten (10) business days of Supplier’s delivery of the Work. At Tanium’s option, Tanium may (i) return the non-conforming Work to Supplier for a refund or credit; (ii) require Supplier to replace the non-conforming Work within a reasonable amount of time; or (iii) repair the non-conforming Work so that it meets the requirements and receive a credit representing the value of the repair performed by Tanium. As an alternative to (i) through (iii), Tanium may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount Tanium reasonably determines to represent the diminished value of the non-conforming Work. Tanium’s payment to Supplier for Work prior to Tanium’s timely rejection of such Work as non-conforming will not be deemed as acceptance by Tanium.
6. CHANGES
6.1 As used in this Section, a “Change” means a change to the Work that either party directs or causes within the general scope of this Purchase Order or the applicable SOW.
6.2 A party seeking a Change shall propose the applicable changes in writing to the other party. Within forty-eight (48) hours of receipt of the written notice of the proposed Change, each party’s project lead(s) shall meet, either in person or via telephone conference, to discuss and agree upon the proposed Changes. If the Change is agreed to by both parties Supplier will prepare a change order describing the proposed Change and the applicable change in fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this Purchase Order.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
7.1 In addition to all warranties provided under the Uniform Commercial Code and/or other applicable laws, Supplier represents and warrants that:
(i) it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order in a timely, workmanlike, and professional manner;
(ii) it has the right and unrestricted ability to assign the Work and to license the Preexisting Materials to Tanium including, without limitation, the right to assign any Work performed by Supplier Personnel and the right to license any Third Party Intellectual Property incorporated in Preexisting Materials to Tanium;
(iii) the Work, and Tanium’s use of the Work, do not and will not infringe upon any Third Party Intellectual Property Rights, right of publicity or privacy, or any other proprietary rights, whether in accordance with contractual, statutory or common law;
(iv) it will not disclose to Tanium, bring onto Tanium’s premises, or induce Tanium to use any confidential or proprietary information that belongs to anyone other than Tanium or Supplier; ( or that the Supplier has the right to disclose to Tanium;(v) software supplied by Supplier does not contain any Harmful Code;
(v) software supplied by Supplier does not contain any Harmful Code;
(vi) the Work conforms to Tanium’s specifications, Supplier’s quotation or proposal, and Supplier’s websites, brochures or catalogs, and if none of the foregoing is applicable, then such Work is suitable for the intended use;
(vii) in performing its obligations under this Purchase Order it will comply with Tanium’s Supplier Code of Conduct and ensure that Supplier Personnel performing Work will comply with such Supplier Code of Conduct; and
(viii) Supplier and Supplier Personnel have read and will comply with any additional policies that Tanium provides or makes available in advance of Services.
7.2 Tanium warrants and represents to Supplier that it has the full power to enter into this Purchase Order and to perform its obligations under this Purchase Order. Tanium disclaims all other warranties, whether express or implied by law.
8. NO PARTNERSHIP OR EMPLOYEE RELATIONSHIP
8.1 Independent Contractors. Nothing in this Purchase Order is intended, or shall be construed, to create a partnership, joint venture, or employer-employee relationship between the parties. Except as otherwise expressly stated in an SOW, Supplier has no authority to act on behalf of or to enter into any contract, incur any liability, or make any representation on behalf of Tanium.
8.2 Performance of Work. Except as otherwise expressly stated in an SOW, Supplier will secure all licenses and permits, and supply all tools and equipment, necessary to perform the Services.
8.3 No Employee Relationship. Supplier will not be entitled to any of the compensation or benefits that Tanium may make available to its employees including, but not limited to, group health or life insurance, stock options or other equity compensation, profit sharing, or retirement benefits.
8.4 Supplier’s Tax and Benefits Obligations. Supplier is solely responsible for all taxes and withholdings, severance and redundancy pay, benefits (including, without limitation, vacation, overtime, sick leave, holidays, pension or profit sharing contributions, stock options, etc.), and other similar obligations, whether statutory or otherwise, with respect to payments made or owed by Supplier relating to Supplier Personnel and the performance of all its Work and its receipt of fees under this Purchase order.
8.5 Indemnification . In addition to any other indemnity obligations in this Purchase Order, Supplier will defend, indemnify, and hold Tanium harmless from any and all claims made by any person or any entity on account of an alleged failure to satisfy any obligation specified in Subsections 8.3 and 8.4 above.
8.6 Removal of Supplier Personnel. At Tanium’s direction, Supplier will remove any Supplier Personnel from performance of Services. Supplier is liable for the acts and omissions of Supplier Personnel.
9. ASSIGNMENT AND SUBCONTRACTING
9.1 Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without Tanium’s prior written consent, which Tanium will not unreasonably withhold. Tanium may, at its option, void any attempted assignment or delegation undertaken without Tanium’s prior written consent.
9.2 Supplier may not subcontract any of its rights or obligations under this Purchase Order without Tanium’s prior written consent. If Tanium consents to the use of a Subcontractor, Supplier will: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii) indemnify Tanium for all damages and costs of any kind, subject to the limitations in Section 12 (Indemnification), incurred by Tanium or any third party which are caused by the acts and/or omissions of Supplier’s Subcontractors, and (iii) make all payments to its Subcontractors. If Supplier fails to timely pay a Subcontractor for Work performed, Tanium will have the right, but not the obligation, to pay the Subcontractor and offset against any amount due to Supplier by the amount paid to the Subcontractor. Supplier will defend, indemnify and hold Tanium harmless for all damages and costs of any kind, without limitation, incurred by Tanium and caused by Supplier’s failure to pay a Subcontractor.
10. TERM AND TERMINATION
10.1 These Terms and Conditions of Purchase will remain in effect with respect to any SOW issued prior to expiration of the term of the Purchase Order until such SOW is either terminated or the Work is completed and accepted.
10.2 Tanium may terminate this Purchase Order, any SOW, or both at any time, for no reason or for any reason, upon written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform Tanium of the extent to which it has completed performance of the Work as of the date of the notice, and Supplier will collect and deliver to Tanium whatever Work then exists. Tanium will pay Supplier for all Work performed and accepted through the effective date of the termination, provided that Tanium will not be obligated to pay any more than the payment that would have become due had Supplier completed and Tanium had accepted the Work. Tanium will have no further payment obligation in connection with any termination.
10.3 Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either party makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, if such proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidating, dissolving, or ceasing to do business in the ordinary course.
10.4 Either party may terminate this Purchase Order, any SOW or both, immediately by delivering written notice to the other party for any material breach not cured within thirty (30) days of receipt of notice of the breach. Notwithstanding Subsection 10.2 above, Tanium shall have no further payment obligation to Supplier under this Purchase Order if Tanium terminates the Purchase Order under this Subsection 10.5.
10.5 Any obligations or duties which, by their nature, extend beyond the expiration or termination of this Purchase Order shall survive the expiration or termination of this Purchase Order.
11. CONFIDENTIAL INFORMATION AND PUBLICITY; PERSONAL DATA
11.1 In this Purchase Order, “Confidential Information” means the terms and conditions of this Purchase Order, the existence of discussions between the parties, any and all documents, software, reports, data, records, Work, Deliverables, forms and other materials obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”), or at the request or direction of the Disclosing Party in the course of performing the Work: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential.
11.2 The Receiving Party may use Confidential Information solely for the purpose of furtherance of the Work and shall not disclose the Confidential Information to any third party, other than to its employees, independent contractors, Subcontractors, agents and affiliates (together, the “Representatives”) who have a need to have access to and knowledge of the Confidential Information, solely for performing the Work. The Receiving Party shall advise its Representatives who might have access to Confidential Information of the confidential nature thereof and agrees that the Representatives shall be bound by terms of confidentiality substantially similar to those of this Purchase Order. The Receiving Party shall be liable for the acts or omissions of its Representatives. Each party shall take appropriate measures by instruction and agreement prior to disclosure to such Representatives to assure against unauthorized use or disclosure. The Receiving Party shall have no obligation with respect to information which (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Purchase Order; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; and (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence. Upon written demand by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information, (ii) destroy or return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of demand, and (iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph.
11.3 Notwithstanding any other provision of this Purchase Order, disclosure of Confidential Information shall not be precluded if such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof or is otherwise required by law; provided, however, that, to the extent permitted by law, the Receiving Party shall first have given written notice to the Disclosing Party and give the Disclosing Party the opportunity to obtain a protective order or otherwise limit the disclosure.
11.4 Each party shall retain all right, title and interest to its own Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by such party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party. WITHOUT PREJUDICE TO THE EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THIS PURCHASE ORDER, CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITH ALL FAULTS. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.
11.5 Supplier shall obtain Tanium’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a Supplier to Tanium.
11.6 Supplier shall not use or disclose any information that may identify an individual (“Personal Data“) that is processed for or on behalf of Tanium, except to the extent necessary to perform the Work under this Purchase Order. To the extent that Supplier processes Personal Data, it shall: (a) implement and maintain appropriate technical and organizational measures and other protections for Personal Data (including, without limitation, not loading any Personal Data provided to Supplier on any laptop computers or portable storage media that can be removed from Supplier’s premises, (b) enter into a Data Processing Agreement (“DPA”) with Tanium which will be incorporated into this Purchase Order, and (c) not transfer Personal Data across any country border unless it is strictly unavoidable for the proper performance under this Purchase Order and it is transferred in accordance with the DPA.
11.7 Supplier shall comply with all instructions or other requirements provided or issued by Tanium from time to time relating to Personal Data.
11.8 In the event Supplier provides Tanium with any Personal Data, Supplier represents and warrants that it has obtained the necessary consent to provide that Personal Data to Tanium and to allow Tanium to use, disclose, and transmit such Personal Data on a worldwide basis among Tanium and its affiliates in connection with this Purchase Order.
12. INDEMNIFICATION
12.1 As used in this Section, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including legal fees and costs as incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify and hold the other party (the “Indemnified Party”) harmless.
12.2 Supplier shall defend, indemnify and hold Tanium harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Supplier (including Supplier Personnel) in the performance of the Work; or (ii) any infringement of Third Party Intellectual Property Rights or any other rights; or (iii) personal injury (including death) or damage to tangible property (not including lost or damaged data).
12.3 The Indemnified Party will provide the Indemnifying Party with prompt written notice of any Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnifying Party will have no authority to settle any Claim on the Indemnified Party’s behalf.
12.4 If a third party enjoins or interferes with Tanium’s use of any Work, then in addition to Supplier’s obligations under Section 2 (Delivery), Supplier will use its best efforts to (i) obtain any licenses necessary to permit Tanium to continue to use the Work; (ii) replace or modify the Work as necessary to permit Tanium to continue to use of the Work; or if (i) and (ii) are not commercially reasonable, then (iii) promptly refund to Tanium the amount paid for any Work for which a third party enjoins or interferes with Tanium’s use of the Work.
12.5 Nothing in this Section shall limit any other remedy of the parties.
13. LIABILITY
13.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PURCHASE ORDER OR ELSEWHERE, TANIUM WILL NOT BE LIABLE TO SUPPLIER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT TANIUM PAID TO SUPPLIER IN THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.
13.2 IN NO EVENT WILL TANIUM BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT TANIUM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
13.3 THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY’S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
14. INSURANCE
Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Tanium in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier’s operations take place.
15. COMPLIANCE WITH LAWS
Supplier represents and warrants that it will comply with all applicable laws and regulations pertaining to its performance of its obligations under this Purchase Order. In particular and without limitation, Supplier shall not act in any fashion or take any action that will render Tanium liable for a violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist it them or Tanium in retaining or obtaining business or in performing the Work. Without limiting the foregoing, to the extent that Supplier is a U.S. federal contractor or covered subcontractor as contemplated in accordance with the applicable laws and regulations, then Supplier agrees that this Purchase Order will be subject to the requirements of 41 CFR 60-1.4 and 29 CFR part 471, Appendix A to Subpart A, and the requirements of 41 CFR 60-300.5(a) and 41 CFR 60- 741.5(a), which are incorporated herein by reference. The latter two regulations prohibit discrimination against qualified individuals on the basis of protected veteran status and disability and require affirmative action to employ and advance in employment protected veterans and qualified individuals with disabilities. Supplier’s failure to comply with this provision shall constitute a material breach of this Purchase Order.
16. GOVERNING LAW
The Purchase Order will be construed in accordance with, and all disputes will be governed by, the laws of the State of Washington, without regard to its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Supplier irrevocably consents to the personal jurisdiction of the state and federal courts in and for King County, Washington, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.
17. GENERAL
17.1 Any notice to be given under the Purchase Order will be in writing and addressed, for the Supplier, to the address stated in the Purchase Order, and for Tanium, to the address stated below. Notices will be deemed given and effective: (i) if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by electronic mail, at such time as the party which sent the notice receives confirmation of receipt from the addressee; or (iv) if sent by certified or registered mail, within five days of deposit in the mail.
Tanium Address for Notice:
Tanium Inc. 2100 Powell St., Suite 1600, Emeryville, CA 94608 ATTN: Legal Department;
[email protected]
17.2 If there is a conflict between or among the Purchase Order and any documents attached to and incorporated by reference, the conflict will be resolved as follows:
(i) A conflict between the terms of the Purchase Order and those set forth in an exhibit or hyperlink will be resolved in favor of the Purchase Order.
(ii) A conflict between the SOW and any terms of the Purchase Order, an exhibit or a hyperlink will be resolved in favor of the SOW.
17.3 If any court of competent jurisdiction holds that any provision of the Purchase Order is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order will not be affected or impaired and remain in full force and effect.
17.4 A party’s election not to insist on strict performance of any requirement of the Purchase Order will not operate or be construed to waive any future omission or breach, or any other provision of the Purchase Order.
17.5 To the extent allowed by applicable law, no person who is not a party to this Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.